EXECUTION COPY





                        3-YEAR REVOLVING CREDIT AGREEMENT

                          DATED AS OF NOVEMBER 5, 2001

                                      AMONG

                         APPLEBEE'S INTERNATIONAL, INC.
                                 as the Borrower

                  THE LENDERS FROM TIME TO TIME PARTIES HERETO,

                       BANK ONE, NA (MAIN OFFICE CHICAGO),
                             as Administrative Agent

                                       and

                 BANK OF AMERICA, N.A. and FLEET NATIONAL BANK,
                             as Documentation Agents

                                       and

                SUNTRUST BANK and U.S. BANK NATIONAL ASSOCIATION,
                              as Syndication Agents




  -----------------------------------------------------------------------------

                         BANC ONE CAPITAL MARKETS, INC.,
                   as Sole Lead Arranger and Sole Book Runner

  -----------------------------------------------------------------------------

                           SIDLEY AUSTIN BROWN & WOOD
                                 Bank One Plaza
                            10 South Dearborn Street
                             Chicago, Illinois 60603



<PAGE>




<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

                                                                                                               Page


<S>                                                                                                              <C>
ARTICLE I  DEFINITIONS............................................................................................1

         1.1.         Certain Defined Terms.......................................................................1

         1.2.         References.................................................................................18


ARTICLE II  THE CREDITS..........................................................................................19

         2.1.         Commitment.................................................................................19

         2.2.         Swing Line Loans...........................................................................19

                  2.2.1.       Amount of Swing Line Loans........................................................19

                  2.2.2.       Borrowing Notice..................................................................19

                  2.2.3.       Making of Swing Line Loans........................................................20

                  2.2.4.       Repayment of Swing Line Loans.....................................................20

         2.3.         Required Payments; Termination.............................................................21

                  2.3.1.       Required Payments.................................................................21

                  2.3.2.       Termination.......................................................................21

         2.4.         Ratable Loans..............................................................................21

         2.5.         Types of Advances..........................................................................21

         2.6.         Commitment Fee; Reductions in Aggregate Commitment; Increases in Aggregate Commitment......21

                  2.6.1.       Commitment Fee....................................................................21

                  2.6.2.       Reductions in Aggregate Commitment................................................21

                  2.6.3.       Increase of Aggregate Commitment..................................................22

         2.7.         Minimum Amount of Each Advance.............................................................24

         2.8.         Optional Principal Payments................................................................24

         2.9.         Method of Selecting Types and Interest Periods for New Advances; Method of Borrowing.......25

                  2.9.1.       Method of Selecting Types and Interest Periods for New Advances...................25

                  2.9.2.       Method of Borrowing...............................................................25

         2.10.        Conversion and Continuation of Outstanding Advances........................................25

         2.11.        Changes in Interest Rate, etc..............................................................26

         2.12.        Rates Applicable After Default.............................................................26

         2.13.        Method of Payment..........................................................................27

                                       i
<PAGE>

         2.14.        Noteless Agreement; Evidence of Indebtedness...............................................27

         2.15.        Telephonic Notices.........................................................................28

         2.16.        Interest Payment Dates; Interest and Fee Basis.............................................28

         2.17.        Notification of Advances, Interest Rates, Prepayments and Commitment Reductions............29

         2.18.        Lending Installations......................................................................29

         2.19.        Non-Receipt of Funds by the Administrative Agent...........................................29

         2.20.        Replacement of Lender......................................................................30

         2.21.        Facility LCs...............................................................................30

                  2.21.1.      Issuance; Transitional Facility LCs...............................................30

                  2.21.2.      Participations....................................................................31

                  2.21.3.      Notice............................................................................31

                  2.21.4.      LC Fees...........................................................................32

                  2.21.5.      Administration; Reimbursement by Lenders..........................................32

                  2.21.6.      Reimbursement by Borrower.........................................................33

                  2.21.7.      Obligations Absolute..............................................................33

                  2.21.8.      Actions of LC Issuers.............................................................34

                  2.21.9.      Indemnification...................................................................34

                  2.21.10.     Lenders' Indemnification..........................................................35

                  2.21.11.     Facility LC Collateral Account....................................................35

                  2.21.12.     Rights as a Lender................................................................35


ARTICLE III  YIELD PROTECTION; TAXES.............................................................................35

         3.1.         Yield Protection...........................................................................35

         3.2.         Changes in Capital Adequacy Regulations....................................................36

         3.3.         Availability of Types of Advances..........................................................37

         3.4.         Funding Indemnification....................................................................37

         3.5.         Taxes......................................................................................37

         3.6.         Lender Statements; Survival of Indemnity...................................................39


ARTICLE IV  CONDITIONS PRECEDENT.................................................................................40

         4.1.         Initial Credit Extension...................................................................40

         4.2.         Each Credit Extension......................................................................41


ARTICLE V  REPRESENTATIONS AND WARRANTIES........................................................................42

         5.1.         Existence and Standing.....................................................................42

                                       ii
<PAGE>

         5.2.         Authorization and Validity.................................................................42

         5.3.         No Conflict; Government Consent............................................................42

         5.4.         Financial Statements.......................................................................43

         5.5.         Material Adverse Change....................................................................43

         5.6.         Taxes......................................................................................43

         5.7.         Litigation and Contingent Obligations......................................................44

         5.8.         Subsidiaries...............................................................................44

         5.9.         Accuracy of Information....................................................................44

         5.10.        Regulation U...............................................................................44

         5.11.        Material Agreements........................................................................44

         5.12.        Compliance With Laws.......................................................................45

         5.13.        Ownership of Properties....................................................................45

         5.14.        ERISA; Foreign Pension Matters.............................................................45

         5.15.        Plan Assets; Prohibited Transactions.......................................................45

         5.16.        Environmental Matters......................................................................45

         5.17.        Investment Company Act.....................................................................46

         5.18.        Public Utility Holding Company Act.........................................................46

         5.19.        Insurance..................................................................................46


ARTICLE VI  COVENANTS............................................................................................46

         6.1.         Financial Reporting........................................................................46

         6.2.         Use of Proceeds............................................................................48

         6.3.         Notice of Default..........................................................................48

         6.4.         Conduct of Business........................................................................48

         6.5.         Taxes......................................................................................49

         6.6.         Insurance..................................................................................49

         6.7.         Compliance with Laws.......................................................................49

         6.8.         Maintenance of Properties..................................................................49

         6.9.         Inspection; Keeping of Books and Records...................................................49

         6.10.        Addition of Guarantors.....................................................................49

         6.11.        Dividends and Distributions................................................................50

         6.12.        Capital Expenditures.......................................................................50

         6.13.        Merger.....................................................................................50

         6.14.        Sale of Assets.............................................................................50

                                      iii
<PAGE>

         6.15.        Investments and Acquisitions...............................................................51

         6.16.        Liens......................................................................................53

         6.17.        Transactions with Affiliates...............................................................54

         6.18.        Financial Contracts........................................................................54

         6.19.        ERISA......................................................................................54

         6.20.        Environmental Compliance...................................................................55

         6.21.        Financial Covenants........................................................................55

                  6.21.1.      Maximum Leverage Ratio............................................................55

                  6.21.2.      Minimum Fixed Charge Coverage Ratio...............................................55

                  6.21.3.      Maximum Ratio of Indebtedness to Total Capitalization.............................55


ARTICLE VII  DEFAULTS............................................................................................55

         7.1.         Breach of Representations or Warranties....................................................55

         7.2.         Failure to Make Payments When Due..........................................................55

         7.3.         Breach of Covenants........................................................................56

         7.4.         Other Breaches.............................................................................56

         7.5.         Default as to Other Indebtedness...........................................................57

         7.6.         Voluntary Bankruptcy; Appointment of Receiver; Etc.........................................57

         7.7.         Involuntary Bankruptcy; Appointment of Receiver; Etc.......................................57

         7.8.         Custody or Control of Property.............................................................57

         7.9.         Judgments..................................................................................58

         7.10.        Unfunded Liabilities.......................................................................58

         7.11.        Other ERISA Liabilities....................................................................58

         7.12.        Environmental Matters......................................................................58

         7.13.        Change in Control..........................................................................58

         7.14.        The Guaranty...............................................................................58

         7.15.        The Loan Documents.........................................................................59


ARTICLE VIII  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.....................................................59

         8.1.         Acceleration...............................................................................59

         8.2.         Amendments.................................................................................60

         8.3.         Preservation of Rights.....................................................................61


ARTICLE IX  GENERAL PROVISIONS...................................................................................61

         9.1.         Survival of Representations................................................................61

                                       iv
<PAGE>

         9.2.         Governmental Regulation....................................................................61

         9.3.         Headings...................................................................................62

         9.4.         Entire Agreement...........................................................................62

         9.5.         Several Obligations; Benefits of this Agreement............................................62

         9.6.         Expenses; Indemnification..................................................................62

         9.7.         Numbers of Documents.......................................................................63

         9.8.         Accounting.................................................................................63

         9.9.         Severability of Provisions.................................................................63

         9.10.        Nonliability of Lenders....................................................................64

         9.11.        Confidentiality............................................................................64

         9.12.        Lenders Not Utilizing Plan Assets..........................................................64

         9.13.        Nonreliance................................................................................64

         9.14.        Disclosure.................................................................................65

         9.15.        Subordination of Intercompany Indebtedness.................................................65


ARTICLE X  THE AGENTS............................................................................................66

         10.1.        Appointment; Nature of Relationship........................................................66

         10.2.        Powers.....................................................................................66

         10.3.        General Immunity...........................................................................67

         10.4.        No Responsibility for Loans, Recitals, etc.................................................67

         10.5.        Action on Instructions of Lenders..........................................................67

         10.6.        Employment of Agents and Counsel...........................................................67

         10.7.        Reliance on Documents; Counsel.............................................................68

         10.8.        Agents' Reimbursement and Indemnification..................................................68

         10.9.        Notice of Default..........................................................................68

         10.10.       Rights as a Lender.........................................................................69

         10.11.       Lender Credit Decision.....................................................................69

         10.12.       Successor Agents...........................................................................69

         10.13.       Agent and Arranger Fees....................................................................70

         10.14.       Delegation to Affiliates...................................................................70

         10.15.       Release of Guarantors......................................................................70


ARTICLE XI  SETOFF; RATABLE PAYMENTS.............................................................................70

         11.1.        Setoff.....................................................................................70

                                       v
<PAGE>

         11.2.        Ratable Payments...........................................................................71


ARTICLE XII  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS...................................................71

         12.1.        Successors and Assigns; Designated Lenders.................................................71

                  12.1.1.      Successors and Assigns............................................................71

                  12.1.2.      Designated Lenders................................................................72

         12.2.        Participations.............................................................................73

                  12.2.1.      Permitted Participants; Effect....................................................73

                  12.2.2.      Voting Rights.....................................................................73

                  12.2.3.      Benefit of Certain Provisions.....................................................74

         12.3.        Assignments................................................................................74

                  12.3.1.      Permitted Assignments.............................................................74

                  12.3.2.      Effect; Effective Date............................................................74

                  12.3.3.      The Register......................................................................75

         12.4.        Dissemination of Information...............................................................75

         12.5.        Tax Treatment..............................................................................76


ARTICLE XIII  NOTICES............................................................................................76

         13.1.        Notices....................................................................................76

         13.2.        Change of Address..........................................................................76


ARTICLE XIV  COUNTERPARTS........................................................................................76


ARTICLE XV  CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.........................................77

         15.1.        CHOICE OF LAW..............................................................................77

         15.2.        CONSENT TO JURISDICTION....................................................................77

         15.3.        WAIVER OF JURY TRIAL.......................................................................77



</TABLE>



                                       vi
<PAGE>




EXHIBITS

Exhibit A-1.......   -    Form of Borrower's and Guarantors' Counsel's Opinion

Exhibit A-2.......        Form of Administrative Agent's Counsel's Opinion

Exhibit B.........   -    Form of Compliance Certificate

Exhibit C.........   -    Form of Assignment Agreement

Exhibit D.........   -    Form of Loan/Credit Related Money Transfer Instruction

Exhibit E.........   -    Form of Promissory Note (if requested)

Exhibit F.........   -    List of Closing Documents

Exhibit G.........   -    Form of Designation Agreement

Exhibit H.........   -    Form of Guaranty

Exhibit I.........   -    Form of Commitment and Acceptance



                                    SCHEDULES

Pricing Schedule

Commitment Schedule

Schedule 2.21.....   -    Existing Letters of Credit

Schedule 5.8......   -    Subsidiaries

Schedule 5.16.....   -    Environmental Matters

Schedule 6.15.....   -    Existing Investments

Schedule 6.16.....   -    Existing Liens


                                      vii
<PAGE>

                        3-YEAR REVOLVING CREDIT AGREEMENT

     This 3-Year  Revolving Credit  Agreement,  dated as of November 5, 2001, is
among APPLEBEE'S INTERNATIONAL, INC., the institutions from time to time parties
hereto as Lenders  (whether by  execution  of this  Agreement  or an  assignment
pursuant to Section 12.3), BANK ONE, NA, a national banking  association  having
its principal office in Chicago,  Illinois,  as Swing Line Lender, LC Issuer and
Administrative  Agent,  SUNTRUST  BANK and U.S. BANK  NATIONAL  ASSOCIATION,  as
Syndication  Agents,  and BANK OF AMERICA,  N.A.  and FLEET  NATIONAL  BANK,  as
Documentation Agents. The parties hereto agree as follows:


                                   ARTICLE I

                                   DEFINITIONS

1.1.     Certain Defined Terms.  As used in this Agreement:

         "Accounting Changes" is defined in Section 9.8 hereof.

         "Acquisition"   means  any  transaction,   or  any  series  of  related
transactions,  consummated on or after the date of this Agreement,  by which the
Borrower or any of its  Subsidiaries  (i) acquires any going  business or all or
substantially  all of the assets of any  Person,  or division  thereof,  whether
through  purchase of assets,  merger or otherwise or (ii) directly or indirectly
acquires (in one  transaction  or as the most recent  transaction in a series of
transactions)  at least a majority (in number of votes) of the  securities  of a
corporation  which have  ordinary  voting  power for the  election of  directors
(other than  securities  having such power only by reason of the  happening of a
contingency)  or a majority (by  percentage of voting power) of the  outstanding
ownership interests of a partnership or limited liability company.

         "Administrative  Agent" means Bank One in its  capacity as  contractual
representative  of the Lenders  pursuant to Article X, and not in its individual
capacity as a Lender, and any successor  Administrative Agent appointed pursuant
to Article X.

         "Advance"  means a  borrowing  hereunder  consisting  of the  aggregate
amount  of  several  Loans  (i) made by some or all of the  Lenders  on the same
Borrowing  Date, or (ii)  converted or continued by the Lenders on the same date
of  conversion  or  continuation,  consisting,  in either case, of the aggregate
amount of the  several  Loans of the same Type  and,  in the case of  Eurodollar
Loans, for the same Interest Period. The term "Advance" shall include Swing Line
Loans unless otherwise expressly provided.

         "Affected Lender" is defined in Section 2.20.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling,  controlled by or under common  control with such Person.  A Person
shall be deemed to  control  another  Person  if the  controlling  Person is the
"beneficial  owner" (as defined in Rule 13d-3 under the Securities  Exchange Act
of 1934) of ten  percent  (10%) or more of any  class of voting  securities  (or
other voting  interests)  of the  controlled  Person or  possesses,  directly or
indirectly,  the power to direct or cause the  direction  of the  management  or
policies  of  the  controlled  Person,   whether  through  ownership  of  voting
securities, by contract or otherwise. Notwithstanding the previous sentence, any
institutional  investors who purchase their interest in the Borrower in a public
market shall not be considered Affiliates of the Borrower.

                                       1
<PAGE>

         "Agent" means any of the  Administrative  Agent, the Syndication Agents
and the Documentation Agents, as appropriate,  and "Agents" means, collectively,
the Administrative Agent, the Syndication Agents and the Documentation Agents.

         "Aggregate  Commitment"  means the aggregate of the  Commitments of all
the Lenders,  as may be adjusted from time to time pursuant to the terms hereof.
The initial Aggregate Commitment is $150,000,000.

         "Aggregate  Outstanding  Credit  Exposure"  means,  at  any  time,  the
aggregate of the Outstanding Credit Exposure of all the Lenders.

         "Agreement" means this 3-Year Revolving Credit Agreement,  as it may be
amended, restated, supplemented or otherwise modified and as in effect from time
to time.

         "Agreement  Accounting  Principles" means generally accepted accounting
principles  as in effect in the United  States  from time to time,  applied in a
manner  consistent  with that used in preparing the financial  statements of the
Borrower referred to in Section 5.4; provided,  however, that except as provided
in Section 9.8, with respect to the  calculation  of financial  ratios and other
financial tests required by this Agreement,  "Agreement  Accounting  Principles"
means generally accepted accounting principles as in effect in the United States
as of the date of this Agreement,  applied in a manner consistent with that used
in preparing the financial statements of the Borrower referred to in Section 5.4
hereof.

         "Alternate Base Rate" means,  for any day, a rate of interest per annum
equal to the  higher of (i) the Prime  Rate for such day and (ii) the sum of (a)
the Federal  Funds  Effective  Rate for such day and (b) one-half of one percent
(0.5%) per annum.

         "Applicable Fee Rate" means, at any time, the percentage rate per annum
at which  Commitment  Fees are accruing on the unused  portion of the  Aggregate
Commitment at such time as set forth in the Pricing Schedule.

         "Applicable  Margin" means, with respect to Advances of any Type at any
time,  the  percentage  rate per  annum  which is  applicable  at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

         "Arranger"   means  Banc  One  Capital   Markets,   Inc.,   a  Delaware
corporation,  and its successors, in its capacity as Lead Arranger and Sole Book
Runner.

                                       2
<PAGE>

         "Article" means an article of this Agreement unless another document is
specifically referenced.

         "Assignment Agreement" is defined in Section 12.3.1.

         "Authorized  Officer" means any of the chief executive  officer,  chief
financial officer, chief accounting officer or treasurer of the Borrower, acting
singly.

         "Available  Aggregate  Commitment"  means,  at any time,  the Aggregate
Commitment  then in effect minus the Aggregate  Outstanding  Credit  Exposure at
such time.

         "Bank One" means Bank One, NA, a national  banking  association  having
its principal office in Chicago,  Illinois, in its individual capacity,  and its
successors.

         "Borrower"   means   Applebee's   International,   Inc.,   a   Delaware
corporation,  and its  permitted  successors  and  assigns  (including,  without
limitation, a debtor-in-possession on its behalf).

         "Borrowing Date" means a date on which an Advance is made hereunder.

         "Borrowing Notice" is defined in Section 2.9.1.

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection  of  Eurodollar  Advances,  a day (other than a Saturday or Sunday) on
which banks are not authorized or required to close in Chicago,  Illinois or New
York City for the  conduct  of  substantially  all of their  commercial  lending
activities,  interbank  wire  transfers  can be made on the  Fedwire  system and
dealings in United States dollars are carried on in the London  interbank market
and (ii) for all other  purposes,  a day (other  than a  Saturday  or Sunday) on
which banks are not authorized or required to close in Chicago,  Illinois or New
York City for the  conduct  of  substantially  all of their  commercial  lending
activities and interbank wire transfers can be made on the Fedwire system.

         "Buying Lender" is defined in Section 2.6.3(ii).

         "Capital Expenditures" means, without duplication, any expenditures for
any purchase or other  acquisition  of any asset which would be  classified as a
fixed or capital asset on a  consolidated  balance sheet of the Borrower and its
Subsidiaries prepared in accordance with Agreement Account Principles, excluding
(i) Permitted  Acquisitions,  (ii) expenditures of insurance proceeds to rebuild
or replace  any asset  after a  casualty  loss and (iii)  leasehold  improvement
expenditures  for which the Borrower or a Subsidiary is  reimbursed  promptly by
the lessor.

                                       3
<PAGE>

         "Capitalized  Lease" of a Person  means any lease of  Property  by such
Person as lessee which would be  capitalized  on a balance  sheet of such Person
prepared in accordance with Agreement Accounting Principles.

         "Capitalized  Lease  Obligations"  of a Person  means the amount of the
obligations  of such Person under  Capitalized  Leases which would be shown as a
liability  on a  balance  sheet  of such  Person  prepared  in  accordance  with
Agreement Accounting Principles.

         "Capital  Stock"  means  (i) in the  case of a  corporation,  corporate
stock,  (ii) in the  case of an  association  or  business  entity,  any and all
shares,  interests,   participations,   rights  or  other  equivalents  (however
designated) of corporate stock, (iii) in the case of a partnership,  partnership
interests   (whether  general  or  limited)  and  (iv)  any  other  interest  or
participation  that  confers  on a Person  the  right to  receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.

         "Cash Equivalent  Investments"  means, as to any Person, (i) securities
issued or directly and fully  guaranteed  or insured by the United States or any
agency or  instrumentality  thereof  (provided that the full faith and credit of
the United States is pledged in support  thereof) having  maturities of not more
than one year from the date of acquisition,  (ii) time deposits and certificates
of deposit of any  investment  grade  commercial  bank  having,  or which is the
principal  banking  subsidiary  of an  investment  grade  bank  holding  company
organized under the laws of the United States,  any State thereof,  the District
of Columbia or any foreign  jurisdiction  having capital,  surplus and undivided
profits aggregating in excess of $500,000,000,  with maturities of not more than
one  year  from  the  date of  acquisition  by  such  Person,  (iii)  repurchase
obligations  with a term of not  more  than  ninety  (90)  days  for  underlying
securities of the types described in clause (i) above entered into with any bank
meeting the  qualifications  specified in clause (ii) above,  provided that such
repurchase obligations are secured by a first priority security interest in such
underlying securities which have, on the date of purchase thereof, a fair market
value  of at  least  100% of the  amount  of the  repurchase  obligations,  (iv)
commercial paper issued by any Person incorporated in the United States rated at
least A-1 by S&P or P-1 by Moody's and in each case  maturing  not more than 270
days after the date of  acquisition  by such Person,  (v)  investments  in money
market  funds  substantially  all  of the  assets  of  which  are  comprised  of
securities  of the types  described in clauses (i) through (iv) above,  and (vi)
demand deposit accounts maintained in the ordinary course of business.

         "Change" is defined in Section 3.2.

         "Change in Control" means (i) the acquisition by any Person,  or two or
more Persons acting in concert,  of beneficial  ownership (within the meaning of
Rule  13d-3 of the  Securities  and  Exchange  Commission  under the  Securities
Exchange Act of 1934), directly or indirectly,  of thirty-three percent (33%) or
more of the  outstanding  shares of voting  stock of the  Borrower;  or (ii) the
majority  of the  Board  of  Directors  of the  Borrower  fails  to  consist  of
Continuing Directors;  or (iii) except as expressly permitted under the terms of
this Agreement,  the Borrower consolidates with or merges into another Person or
conveys,  transfers  or leases all or  substantially  all of its property to any
Person, or any Person  consolidates with or merges into the Borrower,  in either
event  pursuant to a transaction in which the  outstanding  Capital Stock of the
Borrower is  reclassified  or changed into or exchanged for cash,  securities or
other property.

                                       4
<PAGE>

         "Closing Date" means November 5, 2001.

         "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise  modified  from  time to  time,  and any  rule  or  regulation  issued
thereunder.

         "Collateral Shortfall Amount" is defined in Section 8.1(i).

         "Commitment"  means, for each Lender,  the obligation of such Lender to
make Revolving Loans to, and participate in Swing Line Loans and in Facility LCs
issued  upon the  application  of,  the  Borrower  in an  aggregate  amount  not
exceeding  the amount set forth on the  Commitment  Schedule or in an Assignment
Agreement  executed  pursuant to Section 12.3 or in a Commitment  and Acceptance
executed  pursuant  to Section  2.6.3,  as it may be modified as a result of any
assignment that has become effective  pursuant to Section 12.3.2 or as otherwise
modified from time to time pursuant to the terms hereof.

         "Commitment and Acceptance" is identified in Section 2.6.3.

         "Commitment Fee" is defined in Section 2.6.1.

         "Commitment Increase Notice" is defined in Section 2.6.3(i) hereof.

         "Commitment  Schedule"  means the Schedule  identifying  each  Lender's
Commitment as of the Closing Date attached hereto and identified as such.

         "Consolidated  Funded  Indebtedness"  means  at  any  time  the  Funded
Indebtedness of the Borrower and its  Subsidiaries  calculated on a consolidated
basis as of such time.

         "Consolidated  Indebtedness"  means at any time the Indebtedness of the
Borrower and its  Subsidiaries  calculated  on a  consolidated  basis as of such
time.

         "Consolidated  Interest Expense" means, for any period, the total gross
interest  expense  of  the  Borrower  and  its  Subsidiaries   calculated  on  a
consolidated basis for such period, whether paid or accrued, including,  without
duplication, the interest component of Capitalized Leases, commitment and letter
of credit fees, the discount or implied interest  component of Off-Balance Sheet
Liabilities,   capitalized  interest  expense,   pay-in-kind  interest  expense,
amortization  of debt  documents and net payments (if any) pursuant to Financial
Contracts  relating to interest  rate  protection  (other than any such payments
pursuant to  Financial  Contracts  in effect  prior to the date hereof which are
being  terminated  substantially  concurrently  with the  execution and delivery
hereof).

                                       5
<PAGE>

         "Consolidated Net Income" means, with reference to any period,  the net
after-tax income (or loss) of the Borrower and its Subsidiaries  calculated on a
consolidated basis for such period, excluding the net after-tax income (or loss)
allocated  to  minority  interests  in  accordance  with  Agreement   Accounting
Principles.

         "Consolidated   Net   Worth"   means  at  any  time  the   consolidated
stockholders'  equity  of the  Borrower  and its  Subsidiaries  calculated  on a
consolidated basis as of such time.

         "Consolidated  Rentals"  means,  for any  period,  the  Rentals  of the
Borrower  and its  Subsidiaries  calculated  on a  consolidated  basis  for such
period.

         "Consolidated  Total  Assets" means at any time the total assets of the
Borrower and its  Subsidiaries  calculated  on a  consolidated  basis as of such
time.

         "Consolidated  Total  Capitalization"  means  at any  time  the  sum of
Consolidated  Indebtedness  plus  Consolidated Net Worth,  each calculated as of
such time.

         "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person  assumes,  guarantees,  endorses,  contingently
agrees to purchase or provide funds for the payment of, or otherwise  becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other  Person,  or  otherwise  assures any  creditor of such other Person
against loss, including, without limitation, any comfort letter (the obligations
in respect of which shall be measured based on actual amounts owing on any given
measurement date), operating agreement,  take-or-pay contract or the obligations
of any such  Person as general  partner  of a  partnership  with  respect to the
liabilities of the partnership.

         "Continuing  Director" means, with respect to any Person as of any date
of  determination,  any member of the board of  directors of such Person who (a)
was a  member  of such  board  of  directors  on the  Closing  Date,  or (b) was
nominated  for election or elected to such board of directors  with the approval
of the required  majority of the  Continuing  Directors who were members of such
board at the time of such nomination or election.

         "Contractual  Obligation" of any Person shall mean any provision of any
security  issued by such Person or of any  agreement,  instrument or undertaking
under which such Person is obligated or by which it or any of the property owned
by it is bound.

         "Controlled   Group"  means  all  members  of  a  controlled  group  of
corporations or other business entities and all trades or businesses (whether or
not incorporated) under common control which,  together with the Borrower or any
of its  Subsidiaries,  are treated as a single employer under Section 414 of the
Code.

         "Conversion/Continuation Notice" is defined in Section 2.10.

                                       6
<PAGE>

         "Credit  Extension" means the making of an Advance or the issuance of a
Facility LC hereunder.

         "Credit  Extension Date" means the Borrowing Date for an Advance or the
issuance date for a Facility LC.

         "Default" means an event described in Article VII.

         "Designated  Lender" means,  with respect to each  Designating  Lender,
each Eligible Designee designated by such Designating Lender pursuant to Section
12.1.2.

         "Designating Lender" means, with respect to each Designated Lender, the
Lender that designated such Designated Lender pursuant to Section 12.1.2.

         "Designation Agreement" is defined in Section 12.1.2.

         "Documentation  Agent"  means each of Bank of America,  N.A.  and Fleet
National Bank, in each case in its capacity as the  documentation  agent for the
Lenders  pursuant to Article X, and not in its individual  capacity as a Lender,
and any successor Documentation Agent appointed pursuant to Article X.

         "Domestic  Subsidiary"  means a Subsidiary  of the  Borrower  organized
under the laws of a jurisdiction located in the United States of America.

         "EBITDA" means,  for any period,  Consolidated  Net Income plus, to the
extent  deducted  from  revenues in  determining  Consolidated  Net Income,  (i)
Consolidated  Interest  Expense,  (ii) expense for taxes paid or accrued,  (iii)
depreciation, (iv) amortization, (v) extraordinary losses incurred other than in
the ordinary  course of business,  and (vi) other  non-cash  losses  (except any
non-cash losses that require  accrual of a reserve for  anticipated  future cash
payments for any period other than accrual for future  obligations made pursuant
to SFAS No. 87, No. 112 or No.  116, as amended)  deducted  in  calculating  net
income (or net loss) (including,  without limitation, loss on the disposition of
assets),  minus,  to  the  extent  included  in  Consolidated  Net  Income,  (x)
extraordinary gains realized other than in the ordinary course of business,  (y)
the  income of any joint  venture,  except to the  extent of cash  dividends  or
distributions  actually paid by such joint venture to the Borrower or any of its
Subsidiaries and (z) other non-cash gains (including,  without limitation,  gain
on  the  disposition  of  assets),   in  each  case  of  the  Borrower  and  its
Subsidiaries,  determined in accordance with Agreement Accounting Principles for
such period.

         "EBITR"  means,  for any period,  Consolidated  Net Income plus, to the
extent  deducted  from  revenues in  determining  Consolidated  Net Income,  (i)
Consolidated  Interest  Expense,  (ii) expense for taxes paid or accrued,  (iii)
Consolidated  Rentals,  (iv)  extraordinary  losses  incurred  other than in the
ordinary course of business,  and (v) other non-cash losses (except any non-cash
losses that require  accrual of a reserve for  anticipated  future cash payments
for any period other than accrual for future  obligations  made pursuant to SFAS
No. 87, No. 112 or No. 116, as amended)  deducted in calculating  net income (or
net loss) (including,  without  limitation,  loss on the disposition of assets),
minus,  to the extent  included in Consolidated  Net Income,  (x)  extraordinary
gains realized other than in the ordinary course of business,  (y) the income of
any joint  venture,  except to the  extent of cash  dividends  or  distributions
actually paid by such joint  venture to the Borrower or any of its  Subsidiaries
and  (z)  other  non-cash  gains  (including,  without  limitation,  gain on the
disposition  of  assets),  in each case of the  Borrower  and its  Subsidiaries,
determined in accordance with Agreement Accounting Principles for such period.

                                       7
<PAGE>

         "Effective Commitment Amount" is defined in Section 2.6.3(i) hereof.

         "Eligible Designee" means a special purpose  corporation,  partnership,
limited  partnership  or limited  liability  company that is  administered  by a
Lender or an Affiliate  of a Lender and (i) is  organized  under the laws of the
United  States of America or any state  thereof,  (ii) is engaged  primarily  in
making,  purchasing or otherwise  investing in commercial  loans in the ordinary
course  of its  business  and  (iii)  issues  (or the  parent  of which  issues)
commercial paper rated at least A-1 or the equivalent thereof by S&P or at least
P-1 or the equivalent thereof by Moody's.

         "Environmental  Laws"  means  any and all  federal,  state,  local  and
foreign statutes,  laws, judicial  decisions,  regulations,  ordinances,  rules,
judgments, orders, decrees, plans, injunctions,  permits,  concessions,  grants,
franchises, licenses, agreements and other governmental restrictions relating to
(i) the  protection of the  environment,  (ii) the effect of the  environment on
human  health,   (iii)   emissions,   discharges  or  releases  of   pollutants,
contaminants, hazardous substances or wastes into surface water, ground water or
land,  or  (iv)  the  manufacture,  processing,  distribution,  use,  treatment,
storage, disposal, transport or handling of pollutants,  contaminants, hazardous
substances or wastes or the clean-up or other remediation thereof.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended from time to time, including (unless the context otherwise requires) any
rules or regulations promulgated thereunder.

         "Eurodollar  Advance"  means an  Advance  which,  except  as  otherwise
provided in Section 2.12, bears interest at the applicable Eurodollar Rate.

         "Eurodollar Base Rate" means, with respect to a Eurodollar  Advance for
the relevant Interest Period, the applicable British Bankers'  Association LIBOR
rate for deposits in U.S.  dollars as reported by Bloomberg  or, if Bloomberg is
not available,  by any other generally recognized financial  information service
as of 11:00 a.m.  (London time) two Business Days prior to the first day of such
Interest Period,  and having a maturity equal to such Interest Period,  provided
that,  if no such British  Bankers'  Association  LIBOR rate is available to the
Administrative  Agent,  the  applicable  Eurodollar  Base Rate for the  relevant
Interest Period shall instead be the rate determined by the Administrative Agent
to be the rate at which Bank One or one of its  Affiliate  banks offers to place
deposits in U.S. dollars with  first-class  banks in the London interbank market
at  approximately  11:00 a.m. (London time) two Business Days prior to the first
day of such Interest  Period,  in the approximate  amount of Bank One's relevant
Eurodollar Loan and having a maturity equal to such Interest Period.

                                       8
<PAGE>

         "Eurodollar Loan" means a Loan which,  except as otherwise  provided in
Section 2.12, bears interest at the applicable Eurodollar Rate.

         "Eurodollar Rate" means,  with respect to a Eurodollar  Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
Rate  applicable to such Interest  Period,  divided by (b) one minus the Reserve
Requirement  (expressed as a decimal)  applicable to such Interest Period,  plus
(ii) the then  Applicable  Margin,  changing as and when the  Applicable  Margin
changes.

         "Excluded  Taxes"  means,  in the  case of each  Lender  or  applicable
Lending  Installation  and each Agent,  taxes imposed on its overall net income,
and  franchise  taxes imposed on it, by (i) the  jurisdiction  under the laws of
which  such  Lender  or Agent is  incorporated  or  organized  or any  political
combination or subdivision or taxing authority  thereof or (ii) the jurisdiction
in which such Agent's or Lender's  principal  executive  office or such Lender's
applicable  Lending  Installation is located or in which, other than as a direct
result of the  transaction  evidenced  by this  Agreement,  such Agent or Lender
otherwise is, or at any time was, engaged in business.

         "Exhibit"  refers  to an  exhibit  to this  Agreement,  unless  another
document is specifically referenced.

         "Existing  Credit  Agreement" means that certain Credit Agreement dated
as of March 30, 1998 among the Borrower,  the lenders parties  thereto,  Merrill
Lynch, Pierce,  Fenner & Smith Incorporated,  as Arranger and Syndication Agent,
NationsBank,  N.A., as Documentation  Agent, and Bank One, NA (formerly known as
The First National Bank of Chicago),  as  Administrative  Agent, as the same has
been amended, restated, supplemented or otherwise modified from time to time.

         "Facility LC" is defined in Section 2.21.1.

         "Facility LC Application" is defined in Section 2.21.3.

         "Facility LC Collateral Account" is defined in Section 2.21.11.

         "Facility  Termination Date" means the earlier of (a) November 5, 2004,
and (b) the date of termination in whole of the Aggregate Commitment pursuant to
Section 2.6.2 hereof or the Commitments pursuant to Section 8.1 hereof.

         "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the  weighted  average of the rates on  overnight  Federal  funds
transactions  with  members of the Federal  Reserve  System  arranged by Federal
funds  brokers on such day, as published  for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York,  or, if such rate is not so  published  for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Administrative Agent from
three   Federal  funds   brokers  of   recognized   standing   selected  by  the
Administrative Agent in its sole discretion.

                                       9
<PAGE>

         "Financial  Contract"  of a Person  means  (i) any  exchange-traded  or
over-the-counter  futures,  forward,  swap or option contract or other financial
instrument  with  similar  characteristics  or (ii)  any  agreement,  device  or
arrangement  providing for payments  related to  fluctuations of interest rates,
exchange rates,  forward rates or commodity prices,  including,  but not limited
to,  interest  rate  swap or  exchange  agreements,  forward  currency  exchange
agreements,  interest  rate cap or collar  protection  agreements,  forward rate
currency and interest rate options, puts or warrants.

         "Floating  Rate" means,  for any day, a rate per annum equal to (i) the
Alternate Base Rate for such day plus (ii) the Applicable Margin,  changing when
and as the Alternate Base Rate changes.

         "Floating  Rate Advance"  means an Advance  which,  except as otherwise
provided in Section 2.12, bears interest at the Floating Rate.

         "Floating Rate Loan" means a Loan or portion thereof,  which, except as
otherwise provided in Section 2.12, bears interest at the Floating Rate.

         "Foreign  Pension Plan" means any employee benefit plan as described in
Section  3(3) of ERISA for which the  Borrower  or any member of its  Controlled
Group is a sponsor or  administrator  and which (i) is maintained or contributed
to for  the  benefit  of  employees  of  the  Borrower,  any  of its  respective
Subsidiaries or any member of its Controlled Group, (ii) is not covered by ERISA
pursuant to Section 4(b)(4) of ERISA,  and (iii) under  applicable local law, is
required  to be  funded  through  a trust or  other  funding  vehicle.  "Foreign
Subsidiary"  means  a  Subsidiary  of  the  Borrower  which  is  not a  Domestic
Subsidiary.

         "Funded  Indebtedness" means at any time the aggregate dollar amount of
(i) Indebtedness which has actually been funded and is outstanding at such time,
whether or not such  amount is due or payable  at such  time,  (ii) the  undrawn
amount of  standby  letters  of credit  and (iii)  Contingent  Obligations  with
respect to the Funded Indebtedness of any other Person.

         "Guarantor"  shall  mean  each  Subsidiary  of the  Borrower  that is a
Domestic  Subsidiary as of the Closing Date and each other  Subsidiary  that has
become a guarantor of the Obligations  hereunder in accordance with the terms of
Section 6.10.

                                       10
<PAGE>

         "Guaranty"  means that certain  Guaranty  (and any and all  supplements
thereto)  executed  from  time  to  time  by  each  Guarantor  in  favor  of the
Administrative Agent for the benefit of itself and the Lenders, in substantially
the form of Exhibit H attached  hereto,  as amended,  restated,  supplemented or
otherwise modified from time to time.

         "Indebtedness" of a Person means,  without  duplication,  such Person's
(i) obligations for borrowed money,  (ii) obligations  representing the deferred
purchase price of Property or services  (other than accounts  payable arising in
the ordinary course of such Person's  business payable on terms customary in the
trade), (iii) obligations,  whether or not assumed,  secured by Liens or payable
out of the  proceeds or  production  from  Property  now or  hereafter  owned or
acquired  by such  Person,  (iv)  obligations  which  are  evidenced  by  notes,
acceptances,  or other  instruments,  (v) obligations of such Person to purchase
securities or other  Property  arising out of or in connection  with the sale of
the same or substantially similar securities or Property, (vi) Capitalized Lease
Obligations, (vii) obligations, contingent or otherwise, with respect to letters
of credit and bankers'  acceptances,  (viii)  Contingent  Obligations,  (ix) Net
Mark-to-Market  Exposure  under  Financial  Contracts,   (x)  Off-Balance  Sheet
Liabilities, and (xi) any other obligation for borrowed money or other financial
accommodation which in accordance with Agreement Accounting  Principles would be
shown  as  a  liability  on  a  consolidated   balance  sheet  of  such  Person.
"Indebtedness"  of the Borrower  includes the Indebtedness of any joint venture,
unless it is nonrecourse to the Borrower and its Subsidiaries.

         "Interest Period" means, with respect to a Eurodollar Advance, a period
of one,  two,  three or six months or such other period agreed to by the Lenders
and the Borrower, commencing on a Business Day selected by the Borrower pursuant
to this  Agreement.  Such Interest Period shall end on but exclude the day which
corresponds numerically to such date one, two, three or six months or such other
agreed  upon  period  thereafter,  provided,  however,  that if there is no such
numerically  corresponding day in such next,  second,  third or sixth succeeding
month or such other  succeeding  period,  such Interest  Period shall end on the
last Business Day of such next, second,  third or sixth succeeding month or such
other  succeeding  period.  If an Interest  Period would  otherwise end on a day
which  is not a  Business  Day,  such  Interest  Period  shall  end on the  next
succeeding  Business  Day,  provided,  however,  that  if said  next  succeeding
Business Day falls in a new calendar  month,  such Interest  Period shall end on
the immediately preceding Business Day.

         "Investment" of a Person means any loan,  advance,  extension of credit
(other than accounts  receivable  arising in the ordinary  course of business on
terms  customary in the trade,  but  including  accounts  receivable  from other
Persons  which are not current  assets or did not arise from sales to such other
Person in the ordinary  course of business) or  contribution  of capital by such
Person; stocks, bonds, mutual funds, partnership interests, notes, debentures or
other  securities  owned by such Person;  and any  structured  notes,  Financial
Contracts,  derivative  financial  instruments and other similar  instruments or
contracts owned by such Person.  Notwithstanding  the foregoing,  an Acquisition
shall not be deemed to be an Investment.

                                       11
<PAGE>

         "LC Fee" is defined in Section 2.21.4.

         "LC Issuer" means Bank One (or any Affiliate of Bank One  designated by
Bank One) or any of the other Lenders, as applicable, in its respective capacity
as issuer of Facility LCs hereunder.

         "LC Obligations" means, at any time, the sum, without  duplication,  of
(i) the aggregate  undrawn stated amount of all Facility LCs outstanding at such
time plus (ii) the  aggregate  unpaid  amount at such time of all  Reimbursement
Obligations.

         "LC Payment Date" is defined in Section 2.21.5.

         "Lender Increase Notice" is defined in Section 2.6.3(i) hereof.

         "Lenders" means the lending  institutions listed on the signature pages
of this Agreement and their respective successors and assigns.  Unless otherwise
specified,  the term  "Lender"  includes  Bank One in its capacity as Swing Line
Lender.

         "Lending Installation" means, with respect to a Lender or an Agent, the
office,  branch,  subsidiary  or affiliate of such Lender or Agent listed on the
administrative  information  sheets  provided  to the  Administrative  Agent  in
connection  herewith,  or on a Schedule or otherwise  selected by such Lender or
Agent pursuant to Section 2.18.

         "Leverage Ratio" is defined in Section 6.21.1.

         "Lien"  means  any  lien  (statutory  or  other),   mortgage,   pledge,
hypothecation,  assignment,  deposit  arrangement,  encumbrance  or  preference,
priority or other security agreement or preferential  arrangement of any kind or
nature whatsoever  (including,  without limitation,  the interest of a vendor or
lessor under any conditional  sale,  Capitalized  Lease or other title retention
agreement,  and, in the case of stock,  stockholders  agreements,  voting  trust
agreements and all similar arrangements).

         "Loan" means a Revolving Loan or a Swing Line Loan, as applicable.

         "Loan  Documents"  means this Agreement,  the Facility LC Applications,
the Guaranty, and all other documents,  instruments,  notes (including any Notes
issued  pursuant to Section  2.14,  if  requested)  and  agreements  executed in
connection  therewith  or  contemplated  thereby,  as the same  may be  amended,
restated or otherwise modified and in effect from time to time.

         "Loan Party" is defined in Section 4.1(i).

         "Material  Adverse  Effect" means a material  adverse effect on (i) the
business, Property, condition (financial or otherwise), operations, performance,
properties,  results  of  operations  or  prospects  of  the  Borrower  and  its
Subsidiaries  taken as a whole,  (ii) the ability of the  Borrower or any of its
Subsidiaries to perform its respective  obligations  under the Loan Documents to
which it is a party, or (iii) the validity or  enforceability of any of the Loan
Documents or the rights or remedies of the Agents, the LC Issuers or the Lenders
thereunder.

         "Material  Indebtedness" means Indebtedness in an outstanding principal
amount of $20,000,000 or more in the aggregate (or the equivalent thereof in any
currency other than U.S. dollars).

         "Material  Indebtedness  Agreement" means any agreement under which any
Material  Indebtedness  was  created or is governed  or which  provides  for the
incurrence  of  Indebtedness  in  an  amount  which  would  constitute  Material
Indebtedness  (whether or not an amount of  Indebtedness  constituting  Material
Indebtedness is outstanding thereunder).

                                       12
<PAGE>

         "Modify" and "Modification" are defined in Section 2.21.1.

         "Moody's"  means  Moody's  Investors  Service,  Inc. and any  successor
thereto.

         "Multiemployer  Plan" means a Plan maintained  pursuant to a collective
bargaining  agreement  or any other  arrangement  to which the  Borrower  or any
member of the  Controlled  Group is a party to which more than one  employer  is
obligated to make contributions.

         "Net  Mark-to-Market  Exposure"  of a Person  means,  as of any date of
determination,  the excess (if any) of all unrealized losses over all unrealized
profits of such Person arising from  Financial  Contracts.  "Unrealized  losses"
means  the fair  market  value  of the cost to such  Person  of  replacing  each
Financial  Contract as of the date of  determination  (assuming  such  Financial
Contract were to be terminated as of that date), and "unrealized  profits" means
the fair market  value of the gain to such Person of  replacing  such  Financial
Contract as of the date of determination  (assuming such Financial Contract were
to be terminated as of that date).

         "Non-U.S. Lender" is defined in Section 3.5(iv).

         "Note" is defined in Section 2.14(iv).

         "Obligations"  means all Loans,  Reimbursement  Obligations,  advances,
debts, liabilities,  obligations,  covenants and duties owing by the Borrower to
any of the Agents, any LC Issuer, any Lender, the Arranger, any affiliate of the
Agents, any LC Issuer, or any Lender, the Arranger,  or any indemnitee under the
provisions of Section 9.6 or any other provisions of the Loan Documents, in each
case of any kind or nature,  present or future,  arising under this Agreement or
any other Loan Document, whether or not evidenced by any note, guaranty or other
instrument,  whether or not for the payment of money,  whether arising by reason
of  an  extension   of  credit,   loan,   foreign   exchange   risk,   guaranty,
indemnification,  or in any other manner,  whether direct or indirect (including
those acquired by assignment), absolute or contingent, due or to become due, now
existing or hereafter arising and however acquired.  The term includes,  without
limitation,   all  interest,   charges,  expenses,  fees,  attorneys'  fees  and
disbursements,  paralegals' fees (in each case whether or not allowed),  and any
other sum  chargeable  to the  Borrower  or any of its  Subsidiaries  under this
Agreement or any other Loan Document.

                                       13
<PAGE>

         "Off-Balance  Sheet  Liability"  of a Person  means (i) any  repurchase
obligation  or  liability  of such  Person  with  respect to  accounts  or notes
receivable sold by such Person,  (ii) any liability under any Sale and Leaseback
Transaction  which is not a Capitalized  Lease,  (iii) any  liability  under any
so-called "synthetic lease" transaction entered into by such Person, or (iv) any
obligation arising with respect to any other transaction which is the functional
equivalent of borrowing but which does not constitute a liability on the balance
sheets of such Person, but excluding from this clause (iv) Operating Leases.

         "Operating Lease" of a Person means any lease of Property (other than a
Capitalized  Lease)  by  such  Person  as  lessee  which  has an  original  term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

         "Other Taxes" is defined in Section 3.5(ii).

         "Outstanding  Credit Exposure" means, as to any Lender at any time, the
sum of (i) the aggregate  principal amount of its Revolving Loans outstanding at
such time, plus (ii) an amount equal to its Pro Rata Share of the obligations to
purchase  participations  in Swing Line Loans, plus (iii) an amount equal to its
Pro Rata Share of the LC Obligations at such time.

         "Participants" is defined in Section 12.2.1.

         "Payment  Date" means the last day of each March,  June,  September and
December and the Facility Termination Date.

         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

         "Permitted Acquisition" is defined in Section 6.15(vi).

         "Person" means any natural person,  corporation,  firm,  joint venture,
partnership, limited liability company, association,  enterprise, trust or other
entity or  organization,  or any  government  or  political  subdivision  or any
agency, department or instrumentality thereof.

         "Plan"  means an employee  benefit plan which is covered by Title IV of
ERISA or subject to the minimum funding  standards under Section 412 of the Code
as to which the  Borrower  or any  member of the  Controlled  Group may have any
liability.

         "Pricing Schedule" means the Schedule identifying the Applicable Margin
and Applicable Fee Rate attached hereto and identified as such.

                                       14
<PAGE>

         "Prime Rate" means a rate per annum equal to the prime rate of interest
announced from time to time by Bank One or its parent (which is not  necessarily
the lowest rate charged to any  customer),  changing when and as said prime rate
changes.

         "Property"  of a  Person  means  any and all  property,  whether  real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

         "Proposed New Lender" is defined in Section 2.6.3(i) hereof.

         "Pro Rata Share" means,  with respect to a Lender, a portion equal to a
fraction the  numerator of which is such  Lender's  Commitment  at such time (in
each case, as adjusted from time to time in  accordance  with the  provisions of
this Agreement) and the denominator of which is the Aggregate Commitment at such
time,  or, if the  Aggregate  Commitment  has been  terminated,  a fraction  the
numerator of which is such Lender's Outstanding Credit Exposure at such time and
the  denominator  of  which  is  the  sum of the  Aggregate  Outstanding  Credit
Exposure.

         "Purchase  Price"  means the  total  consideration  and  other  amounts
payable in connection with any Acquisition,  including,  without limitation, any
portion of the consideration  payable in cash, the value of any Capital Stock or
other  equity  interests  of the  Borrower  (other  than  treasury  stock of the
Borrower  repurchased  prior to the Closing  Date) or any  Subsidiary  issued as
consideration  for  such  Acquisition,   all  Indebtedness  and  other  monetary
liabilities  incurred or assumed in  connection  with such  Acquisition  and all
transaction costs and expenses incurred in connection with such Acquisition.

         "Purchasers" is defined in Section 12.3.1.

         "Regulation  D" means  Regulation  D of the Board of  Governors  of the
Federal Reserve System as from time to time in effect and any successor  thereto
or other  regulation  or  official  interpretation  of said  Board of  Governors
relating  to reserve  requirements  applicable  to member  banks of the  Federal
Reserve System.

         "Regulation  T" means  Regulation  T of the Board of  Governors  of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by and to brokers and dealers of securities  for the purpose
of purchasing or carrying margin stock (as defined therein).

         "Regulation  U" means  Regulation  U of the Board of  Governors  of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks,  non-banks and non-broker  lenders for the purpose
of  purchasing  or carrying  margin  stocks  applicable  to member  banks of the
Federal Reserve System.

                                       15
<PAGE>

         "Regulation  X" means  Regulation  X of the Board of  Governors  of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

         "Reimbursement Obligations" means with respect to any LC Issuer, at any
time, the aggregate of all  obligations of the Borrower then  outstanding  under
Section 2.21 to  reimburse  such LC Issuer for amounts paid by such LC Issuer in
respect of any one or more drawings under Facility LCs issued by such LC Issuer;
or,  as the  context  may  require,  all  such  Reimbursement  Obligations  then
outstanding to reimburse all of the LC Issuers.

         "Rentals" of a Person means the aggregate fixed amounts payable by such
Person under any Operating Lease.

         "Reportable Event" means a reportable event, as defined in Section 4043
of ERISA and the regulations issued under such section,  with respect to a Plan,
excluding,  however,  such  events  as to which  the PBGC has by  regulation  or
otherwise waived the requirement of Section 4043(a) of ERISA that it be notified
within thirty (30) days of the occurrence of such event, provided, however, that
a failure to meet the minimum funding standard of Section 412 of the Code and of
Section 302 of ERISA shall be a Reportable  Event  regardless of the issuance of
any such waiver of the notice  requirement  in  accordance  with either  Section
4043(a) of ERISA or Section 412(d) of the Code.

         "Required  Lenders"  means  Lenders  in the  aggregate  having at least
fifty-one  percent  (51%)  of the  Aggregate  Commitment  or,  if the  Aggregate
Commitment  has been  terminated,  Lenders  in the  aggregate  holding  at least
fifty-one percent (51%) of the Aggregate Outstanding Credit Exposure.

         "Reserve  Requirement"  means, with respect to an Interest Period,  the
maximum  aggregate  reserve  requirement  (including  all  basic,  supplemental,
marginal and other reserves) which is imposed under  Regulation D on "Eurodollar
liabilities" (as defined in Regulation D).

         "Revolving  Loan" means,  with  respect to a Lender,  each loan made by
such Lender  pursuant to its commitment to lend set forth in Section 2.1 (or any
conversion or continuation thereof).

         "Risk   Based   Capital   Guidelines"   is  defined  in  Section   3.2.

         "S&P" means  Standard and Poor's  Ratings  Services,  a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

         "Sale and Leaseback  Transaction"  means any sale or other  transfer of
Property by any Person with the intent to lease such Property as lessee.

                                       16
<PAGE>

         "Schedule"  refers to a specific  schedule  to this  Agreement,  unless
another document is specifically referenced.

         "Section" means a numbered  section of this  Agreement,  unless another
document is specifically referenced.

         "Selling Lender" is defined in Section 2.6.3(ii).

         "Single  Employer Plan" means a Plan  maintained by the Borrower or any
member of the  Controlled  Group for  employees of the Borrower or any member of
the Controlled Group.

         "Subsidiary"  of a Person  means (i) any  corporation  more than  fifty
percent (50%) of the  outstanding  securities  having  ordinary  voting power of
which shall at the time be owned or controlled,  directly or indirectly, by such
Person or by one or more of its  Subsidiaries  or by such Person and one or more
of its  Subsidiaries,  or  (ii)  any  partnership,  limited  liability  company,
association,  joint  venture or similar  business  organization  more than fifty
percent (50%) of the ownership  interests  having ordinary voting power of which
shall  at the  time  be so  owned  or  controlled.  Unless  otherwise  expressly
provided, all references herein to a "Subsidiary" shall mean a Subsidiary of the
Borrower.

         "Substantial  Portion"  means,  with  respect  to the  Property  of the
Borrower  and its  Subsidiaries,  Property  which (i)  represents  more than ten
percent (10%) of the consolidated assets of the Borrower and its Subsidiaries as
would be shown in the consolidated  financial statements of the Borrower and its
Subsidiaries  as at the end of the four fiscal  quarter  period  ending with the
fiscal  quarter   immediately   prior  to  the  fiscal  quarter  in  which  such
determination is made, or (ii) is responsible for more than ten percent (10%) of
the Consolidated Net Income of the Borrower and its Subsidiaries as reflected in
the financial statements referred to in clause (i) above.

         "Swing Line Borrowing Notice" is defined in Section 2.2.2.

         "Swing  Line  Lender"  means  Bank One or such other  Lender  which may
succeed to its rights and obligations as Swing Line Lender pursuant to the terms
of this Agreement.

         "Swing Line Loan" means a Loan made  available  to the  Borrower by the
Swing Line Lender pursuant to Section 2.2.

         "Syndication  Agent" means each of SunTrust Bank and U.S. Bank National
Association,  in each  case in its  capacity  as the  syndication  agent for the
Lenders  pursuant to Article X, and not in its individual  capacity as a Lender,
and any successor Syndication Agent appointed pursuant to Article X.

                                       17
<PAGE>

         "Taxes"  means any and all  present or future  taxes,  duties,  levies,
imposts, deductions,  charges or withholdings,  and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes.

         "Transferee" is defined in Section 12.4.

         "Transferred Credit" is defined in Section 2.6.3(ii).

         "Type"  means,  with respect to any  Advance,  its nature as a Floating
Rate Advance or a Eurodollar  Advance,  and with respect to any Loan, its nature
as a Floating Rate Loan or a Eurodollar Loan.

         "Unfunded  Liabilities"  means the amount (if any) by which the present
value of all vested and  unvested  accrued  benefits  under all Single  Employer
Plans  exceeds the fair market  value of all such Plan assets  allocable to such
benefits,  all  determined  as of the then most recent  valuation  date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

         "Unmatured  Default"  means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         "Wholly-Owned  Subsidiary"  of a Person means (i) any Subsidiary all of
the  outstanding  voting  securities  of  which  shall  at the  time be owned or
controlled,  directly or indirectly,  by such Person or one or more Wholly-Owned
Subsidiaries  of such  Person,  or by such  Person and one or more  Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, limited liability company,
association,  joint  venture  or  similar  business  organization  100%  of  the
ownership  interests  having ordinary voting power of which shall at the time be
so owned or controlled.

         The  foregoing  definitions  shall be  equally  applicable  to both the
singular and plural forms of the defined terms.

         Any accounting  terms used in this Agreement which are not specifically
defined herein shall have the meanings customarily given them in accordance with
Agreement Accounting Principles.

1.2.     References.  Any  references  to  the   Borrower's  Subsidiaries  shall
not in any way be construed as consent by the Administrative Agent or any Lender
to the  establishment,  maintenance or acquisition of any Subsidiary,  except as
may otherwise be permitted hereunder.

                                       18
<PAGE>

                                   ARTICLE II

                                   THE CREDITS

2.1.     Commitment. From and including the date of this Agreement and prior to
the Facility Termination Date, upon the satisfaction of the conditions precedent
set forth in Sections 4.1 and 4.2, as applicable, each Lender severally  and not
jointly agrees, on the terms and conditions set forth in this Agreement,  to (i)
make  Revolving  Loans to the Borrower,  (ii) to participate in Swing Line Loans
and (iii)  participate  in Facility LCs issued upon the request of the Borrower,
provided  that,  after giving effect to the making of each  Revolving  Loan, the
making of each Swing Line Loan and the  issuance of each such  Facility LC, such
Lender's Outstanding Credit Exposure shall not exceed its Commitment. Subject to
the terms of this  Agreement,  the  Borrower  may  borrow,  repay  and  reborrow
Revolving  Loans  at any  time  prior  to the  Facility  Termination  Date.  The
Commitments  to  lend  hereunder  shall  expire  automatically  on the  Facility
Termination  Date. The LC Issuers will issue Facility LCs hereunder on the terms
and conditions set forth in Section 2.21.

2.2.     Swing Line Loans.

2.2.1.   Amount of Swing Line  Loans. Upon the  satisfaction  of the  conditions
precedent set forth in Section 4.2 and, if such Swing Line Loan is to be made on
the date of the initial Advance  hereunder,  the  satisfaction of the conditions
precedent set forth in Section 4.1 as well,  from and including the date of this
Agreement and prior to the Facility  Termination Date, the Swing Line Lender, on
the terms and  conditions  set forth in this  Agreement,  shall  make Swing Line
Loans to the Borrower from time to time in an aggregate  principal amount not to
exceed $5,000,000, provided that the Aggregate Outstanding Credit Exposure shall
not at any time exceed the Aggregate Commitment, and provided further that at no
time shall the sum of (i) the Swing Line Lender's  share of the  obligations  to
participate in the Swing Line Loans,  plus (ii) the outstanding  Revolving Loans
made by the Swing Line Lender pursuant to Section 2.1, plus (iii) the Swing Line
Lender's Pro Rata Share of the LC  Obligations,  exceed the Swing Line  Lender's
Commitment at such time.  Subject to the terms of this  Agreement,  the Borrower
may  borrow,  repay  and  reborrow  Swing  Line  Loans at any time  prior to the
Facility Termination Date.

2.2.2.   Borrowing Notice.The Borrower shall deliver to the Administrative Agent
and the Swing Line Lender  irrevocable  notice (a "Swing Line Borrowing Notice")
not later than 12:00 noon  (Chicago  time) on the  Borrowing  Date of each Swing
Line Loan,  specifying (i) the applicable  Borrowing Date (which date shall be a
Business Day), and (ii) the amount of the requested  Swing Line Loan which shall
be an amount not less than $300,000 and integral multiples of $100,000 in excess
thereof.  Each Swing Line Loan shall bear interest on the outstanding  principal
amount thereof,  for each day from and including the day such Swing Line Loan is
made to but  excluding  the date it is paid,  at a rate per annum equal,  at the
Borrower's  option, to the Floating Rate or at a rate per annum agreed to by the
Borrower and the Swing Line Lender at the time of borrowing.

                                       19
<PAGE>

2.2.3.   Making of Swing  Line  Loans. Promptly  after  receipt  of a Swing Line
Borrowing Notice, the  Administrative  Agent shall notify each Lender by fax, or
other similar form of transmission,  of the requested Swing Line Loan. Not later
than 2:00 p.m.  (Chicago time) on the applicable  Borrowing Date, the Swing Line
Lender shall make available the Swing Line Loan, in funds immediately  available
in Chicago,  to the  Administrative  Agent at its address specified  pursuant to
Article  XIII.  The  Administrative  Agent will  promptly  deposit  the funds so
received  from  the  Swing  Line  Lender  in the  Borrower's  account  with  the
Administrative Agent on the Borrowing Date.

2.2.4.   Repayment of Swing Line Loans. Each Swing  Line Loan  shall be paid  in
full  by  the  Borrower on  or  before  the fifth (5th) Business  Day after  the
Borrowing  Date for such Swing Line Loan. In addition, the Swing Line Lender (i)
may a t any time in  its sole discretion  with respect  to any outstanding Swing
Line Loan, or (ii)shall on the fifth (5th) Business Day after the Borrowing Date
of any  Swing Line Loan, require each Lender (including  the Swing Line  Lender)
to make a Revolving Loan(subject to the limitations set forth in Section 2.1) in
the amount of such Lender's Pro Rata Share of such Swing  Line Loan  (including,
without limitation, any interest accrued and unpaid thereon), for the purpose of
repaying  such Swing Line Loan.  Each Lender shall make  available  its required
Revolving Loan, in funds immediately  available in Chicago to the Administrative
Agent at its address  specified  pursuant to Article  XIII, by no later than (i)
4:00 p.m.  (Chicago  time) on the date of any notice  received on or before 2:00
p.m.  (Chicago  time) on such date pursuant to this Section 2.2.4 and (ii) 10:00
a.m.  (Chicago time) on the Business Day  immediately  following the date of any
such notice  received  after 2:00 p.m.  (Chicago  time) on such date.  Revolving
Loans made pursuant to this Section 2.2.4 shall initially be Floating Rate Loans
and  thereafter  may be  continued  as  Floating  Rate Loans or  converted  into
Eurodollar Loans in the manner provided in Section 2.10 and subject to the other
conditions and  limitations  set forth in this Article II. Unless a Lender shall
have  notified the Swing Line  Lender,  prior to its making any Swing Line Loan,
that any applicable condition precedent set forth in Sections 4.1 or 4.2 had not
then been satisfied,  such Lender's  obligation to make Revolving Loans pursuant
to this  Section  2.2.4 to  repay  Swing  Line  Loans  shall  be  unconditional,
continuing,   irrevocable  and  absolute  and  shall  not  be  affected  by  any
circumstances,  including,  without limitation,  (a) any set-off,  counterclaim,
recoupment, defense or other right which such Lender may have against any Agent,
the Swing Line Lender or any other Person,  (b) the occurrence or continuance of
a  Default  or  Unmatured  Default,  (c) any  adverse  change  in the  condition
(financial  or  otherwise)  of the  Borrower,  or (d) any  other  circumstances,
happening  or event  whatsoever.  In the  event  that any  Lender  fails to make
payment to the Administrative  Agent of any amount due under this Section 2.2.4,
the Administrative Agent shall be entitled to receive,  retain and apply against
such  obligation  the  principal and interest  otherwise  payable to such Lender
hereunder until the Administrative  Agent receives such payment from such Lender
or such obligation is otherwise fully  satisfied.  In addition to the foregoing,
if for any  reason any  Lender  fails to make,  or is  prohibited  from  making,
payment to the Administrative  Agent of any amount due under this Section 2.2.4,
such Lender shall be deemed, at the option of the Administrative  Agent, to have
unconditionally  and irrevocably  purchased from the Swing Line Lender,  without
recourse or warranty,  an undivided interest and participation in the applicable
Swing Line Loan in the amount of such  Revolving  Loan,  and such  interest  and
participation  may be recovered from such Lender together with interest  thereon
at the Federal Funds Effective Rate for each day during the period commencing on
the date of  demand  and  ending on the date such  amount  is  received.  On the
Facility  Termination  Date,  the Borrower  shall repay in full the  outstanding
principal balance of the Swing Line Loans.

                                       20
<PAGE>

2.3.     Required Payments; Termination.

2.3.1.   Required  Payments. The Aggregate  Outstanding  Credit Exposure and all
other  unpaid  Obligations  (other  than LC  Obligations  that  have  been  cash
collateralized  pursuant to Section 8.1),  shall be paid in full by the Borrower
on the Facility Termination Date.

2.3.2.   Termination. Notwithstanding  the termination  of this Agreement on the
Facility  Termination Date, until all of the Obligations  (other than contingent
indemnity  obligations)  shall  have  been  fully  paid  and  satisfied  and all
financing  arrangements  among the Borrower and the Lenders  hereunder and under
the other  Loan  Documents  shall  have been  terminated,  all of the rights and
remedies under this Agreement and the other Loan Documents shall survive and the
Administrative Agent shall be entitled to retain its security interest in and to
all existing and future collateral (if any).

2.4.     Ratable  Loans. Each Advance hereunder (other than any Swing Line Loan)
shall consist of Revolving Loans made from the several Lenders ratably according
to their Pro Rata Shares.

2.5.     Types of  Advances. The Advances may be  Revolving Loans consisting  of
Floating  Rate  Advances  or  Eurodollar  Advances,  or a  combination  thereof,
selected by the Borrower in accordance with Sections 2.9 and 2.10, or Swing Line
Loans selected by the Borrower in accordance with Section 2.2.

2.6.     Commitment  Fee;  Reductions  in  Aggregate  Commitment;  Increases  in
Aggregate Commitment.

2.6.1.   Commitment  Fee.  The  Borrower  agrees  to pay  to the  Administrative
Agent for the account of each Lender a commitment fee (the "Commitment  Fee") at
a per annum rate equal to the Applicable Fee Rate on the daily unused portion of
such  Lender's  Commitment  from the Closing Date to and  including the Facility
Termination  Date,  payable  quarterly in arrears on each Payment Date hereafter
including,  without  limitation,  the Facility  Terminate Date. Swing Line Loans
shall count as usage of any Lender's  Commitment (in the amount of such Lender's
Pro Rata Share  thereof) for the purpose of  calculating  the Commitment Fee due
hereunder.

2.6.2.   Reductions in Aggregate Commitment. The Borrower may permanently reduce
the  Aggregate  Commitment  in whole,  or in part ratably among the Lenders in a
minimum  amount of  $3,000,000  (and in  multiples  of  $3,000,000  if in excess
thereof),  upon at least three (3) Business  Days' prior  written  notice to the
Administrative Agent of such reduction, which notice shall specify the amount of
any  such  reduction;  provided,  however,  that  the  amount  of the  Aggregate
Commitment may not be reduced below the Aggregate  Outstanding  Credit Exposure.
All  accrued  Commitment  Fees  shall be payable  on the  effective  date of any
termination of all of the  obligations of the Lenders to make Credit  Extensions
hereunder.

                                       21
<PAGE>

2.6.3.   Increase of Aggregate   Commitment.  (i) At  any time, the Borrower may
request that the Aggregate  Commitment be increased,  provided that, without the
prior written consent of all of the Lenders,  (a) the Aggregate Commitment shall
at no time exceed  $175,000,000;  (b) the  Borrower  shall not  previously  have
reduced the Aggregate Commitment;  and (c) the Borrower shall not be entitled to
make such  request  more than  twice.  Such  request  shall be made in a written
notice  given to the  Administrative  Agent and the Lenders by the  Borrower not
less than twenty (20) Business Days prior to the proposed effective date of such
increase, which notice (a "Commitment Increase Notice") shall specify the amount
of the proposed increase in the Aggregate  Commitment and the proposed effective
date of such increase.  In the event of such a Commitment  Increase Notice, each
of the Lenders shall be given the  opportunity  to  participate in the requested
increase ratably in proportions  that their  respective  Commitments bear to the
Aggregate  Commitment.  No Lender  shall have any  obligation  to  increase  its
Commitment  pursuant to a Commitment  Increase  Notice.  On or prior to the date
that is fifteen (15)  Business  Days after  receipt of the  Commitment  Increase
Notice, each Lender shall submit to the Administrative Agent a notice indicating
the  maximum  amount  by which it is  willing  to  increase  its  Commitment  in
connection  with  such  Commitment  Increase  Notice  (any  such  notice  to the
Administrative Agent being herein a "Lender Increase Notice").  Any Lender which
does not submit a Lender  Increase Notice to the  Administrative  Agent prior to
the  expiration of such fifteen (15) Business Day period shall be deemed to have
denied  any  increase  in its  Commitment.  In the event that the  increases  of
Commitments set forth in the Lender Increase Notices exceed the amount requested
by the Borrower in the Commitment Increase Notice, the Administrative  Agent and
the  Arranger  shall have the  right,  in  consultation  with the  Borrower,  to
allocate the amount of increases  necessary  to meet the  Borrower's  Commitment
Increase Notice. In the event that the Lender Increase Notices are less than the
amount  requested by the Borrower,  not later than three (3) Business Days prior
to the proposed effective date the Borrower may notify the Administrative  Agent
of any financial  institution  that shall have agreed to become a "Lender" party
hereto (a "Proposed  New Lender") in  connection  with the  Commitment  Increase
Notice.  Any  Proposed  New  Lender  shall  be  subject  to the  consent  of the
Administrative Agent (which consent shall not be unreasonably  withheld). If the
Borrower  shall not have  arranged any  Proposed New  Lender(s) to commit to the
shortfall (if any) from the Lender  Increase  Notices,  then the Borrower  shall
have the option to reduce the amount of its  Commitment  Increase  Notice to the
aggregate  amount set forth in the Lender  Increase  Notices or to withdraw  its
Commitment  Increase  Notice.  Based  upon  the  Lender  Increase  Notices,  any
allocations  made in connection  therewith and any notice regarding any Proposed
New Lender, if applicable,  the  Administrative  Agent shall notify the Borrower
and the Lenders on or before the Business Day immediately  prior to the proposed
effective  date of the  amount  of  each  Lender's  and  Proposed  New  Lenders'
Commitment (the "Effective  Commitment  Amount") and the amount of the Aggregate
Commitment,  which amount shall be effective on the following  Business Day. Any
increase  in  the  Aggregate  Commitment  shall  be  subject  to  the  following
conditions  precedent:  (A) the Borrower shall have obtained the consent thereto


                                       22
<PAGE>

of each Guarantor and its reaffirmation of the Loan Document(s)  executed by it,
which  consent and  reaffirmation  shall be in writing and in form and substance
reasonably  satisfactory to the Administrative  Agent, (B) as of the date of the
Commitment Increase Notice and as of the proposed effective date of the increase
in the Aggregate Commitment, all representations and warranties made by any Loan
Party in any Loan Document shall be true and correct in all material respects as
though made on such date and no event shall have occurred and then be continuing
which  constitutes  a  Default  or  Unmatured  Default,  (C) the  Borrower,  the
Administrative  Agent and each  Proposed  New  Lender or Lender  that shall have
agreed to provide a  "Commitment"  in support of such  increase in the Aggregate
Commitment  shall have  executed and  delivered a  "Commitment  and  Acceptance"
substantially in the form of Exhibit I hereto,  (D) counsel for the Borrower and
for the Guarantors shall have provided to the Administrative  Agent supplemental
opinions in form and substance  reasonably  satisfactory  to the  Administrative
Agent and (E) the Borrower and each  Proposed  New Lender shall  otherwise  have
executed and delivered such other  instruments  and documents as may be required
under  Article  IV or  that  the  Administrative  Agent  shall  have  reasonably
requested in connection  with such increase.  If any fee shall be charged by the
Lenders whose  Commitment is  increasing in connection  with any such  increase,
such fee shall be in accordance with then prevailing  market  conditions,  which
market  conditions shall have been reasonably  documented by the  Administrative
Agent to the Borrower.  Upon  satisfaction  of the  conditions  precedent to any
increase in the Aggregate  Commitment,  the Administrative  Agent shall promptly
advise the Borrower and each Lender of the effective date of such increase. Upon
the effective date of any increase in the Aggregate  Commitment that is provided
by a Proposed  New Lender,  such  Proposed  New Lender  shall be a party to this
Agreement  as a Lender and shall have the  rights  and  obligations  of a Lender
hereunder.  Nothing contained herein shall constitute, or otherwise be deemed to
be, a commitment on the part of any Lender to increase its Commitment  hereunder
at any time.

    (ii) For purposes of this clause (ii), (A) the term "Buying Lender(s)" shall
mean (1) each Lender the  Effective  Commitment  Amount of which is greater than
its  Commitment  prior to the  effective  date of any increase in the  Aggregate
Commitment  and (2) each  Proposed  New Lender that is  allocated  an  Effective
Commitment Amount in connection with any Commitment Increase Notice, and (b) the
term "Selling  Lender(s)"  shall mean each Lender whose  Commitment is not being
increased  from  that  in  effect  prior  to  such  increase  in  the  Aggregate
Commitment.  Effective on the  effective  date of any increase in the  Aggregate
Commitment  pursuant to clause (i) above,  each  Selling  Lender  hereby  sells,
grants, assigns and conveys to each Buying Lender,  without recourse,  warranty,
or  representation  of any kind,  except as  specifically  provided  herein,  an
undivided  percentage of such Selling Lender's right,  title and interest in and
to its Outstanding Credit Exposure (the "Transferred  Credit") in the respective
dollar amounts and percentages necessary so that, from and after such sale, each
such  Selling  Lender's  Outstanding  Credit  Exposure  shall equal such Selling
Lender's Pro Rata Share (calculated based upon the Effective Commitment Amounts)
of the Aggregate Outstanding Credit Exposure. Effective on the effective date of
the  increase in the  Aggregate  Commitment  pursuant to clause (i) above,  each
Buying Lender hereby purchases and accepts such grant, assignment and conveyance
of the Transferred  Credit from the Selling  Lenders.  Each Buying Lender hereby
agrees that its respective  purchase price for the Transferred  Credit purchased
hereby shall equal the  respective  dollar  amount  necessary so that,  from and
after such payments,  each Buying  Lender's  Outstanding  Credit  Exposure shall

                                       23
<PAGE>


equal such Buying Lender's Pro Rata Share  (calculated  based upon the Effective
Commitment  Amounts) of the Aggregate  Outstanding Credit Exposure.  Such amount
shall  be  payable  on the  effective  date  of the  increase  in the  Aggregate
Commitment by wire transfer of immediately available funds to the Administrative
Agent.  The  Administrative  Agent, in turn,  shall wire transfer any such funds
received to the Selling Lenders,  in same day funds, for the sole account of the
Selling  Lenders.  Each Selling  Lender hereby  represents  and warrants to each
Buying  Lender that such Selling  Lender owns the  Outstanding  Credit  Exposure
being sold and assigned hereby for its own account and has not sold, transferred
or encumbered any or all of its interest in such  Outstanding  Credit  Exposure,
except for  participations  which will be  extinguished  upon payment to Selling
Lender of an amount  equal to the  portion of the  Outstanding  Credit  Exposure
being sold by such Selling Lender.  Each Buying Lender hereby  acknowledges  and
agrees that,  except for each Selling  Lender's  representations  and warranties
contained in the  foregoing  sentence,  each such Buying Lender has entered into
its Commitment and Acceptance  with respect to such increase on the basis of its
own independent  investigation  and has not relied upon, and will not rely upon,
any  explicit  or  implicit  written or oral  representation,  warranty or other
statement  of  the  Lenders  or  the   Administrative   Agent   concerning   the
authorization,   execution,  legality,  validity,  effectiveness,   genuineness,
enforceability or sufficiency of this Agreement or the other Loan Documents. The
Borrower  hereby  agrees to  compensate  each  Selling  Lender  for all  losses,
expenses and liabilities incurred by each Lender in connection with the sale and
assignment of any  Eurodollar  Loan  hereunder on the terms and in the manner as
set forth in Section 3.4.

2.7.     Minimum Amount of  Each Advance.  Each  Eurodollar  Advance shall be in
the minimum  amount of  $3,000,000  (and in multiples of $1,000,000 if in excess
thereof),  and each  Floating  Rate  Advance  shall be in the minimum  amount of
$3,000,000  (and in multiples of  $1,000,000  if in excess  thereof),  provided,
however,  that any Floating  Rate Advance may be in the amount of the  Available
Aggregate Commitment.

2.8.     Optional Principal  Payments.  The  Borrower may from time to time pay,
without  penalty or premium,  all  outstanding  Floating Rate  Advances,  or any
portion of the outstanding Floating Rate Advances, in a minimum aggregate amount
of $3,000,000 or any integral  multiple of  $1,000,000 in excess  thereof,  upon
prior notice to the Administrative  Agent at or before 10:00 a.m. (Chicago time)
on the date of such payment.  The Borrower may from time to time pay, subject to
the payment of any funding  indemnification  amounts required by Section 3.4 but
without penalty or premium, all outstanding Eurodollar Advances or, in a minimum
aggregate amount of $3,000,000 or any integral  multiple of $1,000,000 in excess
thereof,  any  portion of the  outstanding  Eurodollar  Advances  upon three (3)
Business Days' prior notice to the Administrative Agent. The Borrower may at any
time pay, without penalty or premium,  all outstanding Swing Line Loans or, in a
minimum  amount of $300,000 and  increments of $100,000 in excess  thereof,  any
portion of the outstanding Swing Line Loans,  with notice to the  Administrative
Agent and the Swing  Line  Lender by 11:00  a.m.  (Chicago  time) on the date of
repayment.

                                       24
<PAGE>

2.9.     Method of Selecting Types and Interest Periods for New Advances; Method
of Borrowing.

2.9.1.   Method of Selecting Types and Interest  Periods for New Advances. Other
than with respect to Swing Line Loans (which shall be governed by Section  2.2),
the  Borrower  shall  select  the  Type  of  Advance  and,  in the  case of each
Eurodollar  Advance,  the Interest Period applicable  thereto from time to time;
provided  that there shall be no more than seven (7) Interest  Periods in effect
with respect to all of the  Revolving  Loans at any time,  unless such limit has
been waived by the  Administrative  Agent in its sole  discretion.  The Borrower
shall give the Administrative  Agent irrevocable  notice (a "Borrowing  Notice")
not later than 10:00 a.m.  (Chicago time) on the Borrowing Date of each Floating
Rate  Advance and three (3)  Business  Days before the  Borrowing  Date for each
Eurodollar Advance, specifying:

     (i)     the Borrowing Date, which shall be a Business Day, of such Advance,

    (ii)     the aggregate amount of such Advance,

   (iii)     the Type of Advance selected, and

    (iv)     in the  case  of  each  Eurodollar  Advance,  the  Interest  Period
             applicable thereto.

2.9.2.   Method of  Borrowing. On each  Borrowing  Date,  each Lender shall make
available  its Loan or Loans not later than noon,  Chicago  time,  in Federal or
other funds  immediately  available  to the  Administrative  Agent,  in Chicago,
Illinois  at  its  address  specified  in  or  pursuant  to  Article  XIII.  The
Administrative  Agent will deposit the funds so received from the Lenders in the
Borrower's account with the Administrative  Agent at the Administrative  Agent's
aforesaid  address.  Notwithstanding  the  foregoing  provisions of this Section
2.9.2,  to the extent that a Loan made by a Lender matures on the Borrowing Date
of a requested Loan, such Lender shall apply the proceeds of the Loan it is then
making to the repayment of principal of the maturing Loan.

2.10.    Conversion and  Continuation of  Outstanding  Advances.  Floating  Rate
Advances shall continue as Floating Rate Advances unless and until such Floating
Rate Advances are converted into  Eurodollar  Advances  pursuant to this Section
2.10 or are repaid in accordance with Section 2.8. Each Eurodollar Advance shall
continue as a Eurodollar  Advance until the end of the then applicable  Interest
Period  therefor,   at  which  time  each  such  Eurodollar   Advance  shall  be
automatically  converted into a Floating Rate Advance unless (x) such Eurodollar
Advance is or was repaid in  accordance  with  Section  2.8 or (y) the  Borrower
shall have given the Administrative Agent a  Conversion/Continuation  Notice (as
defined  below)  requesting  that,  at the end of  such  Interest  Period,  such
Eurodollar  Advance  continue  as a  Eurodollar  Advance for the same or another


                                       25
<PAGE>

Interest  Period.  Subject to the terms of Section  2.7,  the Borrower may elect
from time to time to convert all or any part of a Floating  Rate Advance  (other
than a Swing Line Loan) into a Eurodollar Advance,  provided that any conversion
of any  Eurodollar  Advance  shall be made on,  and only on, the last day of the
Interest Period applicable  thereto.  The Borrower shall give the Administrative
Agent irrevocable notice (a "Conversion/Continuation Notice") of each conversion
of a Floating  Rate  Advance  into a  Eurodollar  Advance or  continuation  of a
Eurodollar  Advance not later than 10:00 a.m.  (Chicago time) at least three (3)
Business  Days prior to the date of the requested  conversion  or  continuation,
specifying:

     (i)     the  requested  date, which  shall  be  a  Business  Day,  of  such
             conversion or continuation,

    (ii)     the aggregate amount  and  Type  of  the  Advance  which  is  to be
             converted or continued, and

   (iii)     the  amount  of  such  Advance  which  is  to  be converted into or
             continued as a Eurodollar Advance and  the duration of the Interest
             Period applicable thereto.

Promptly after receipt of any Conversion/Continuation Notice, the Administrative
Agent shall provide the Lenders with notice thereof.

2.11.    Changes in Interest Rate, etc. Each  Floating  Rate Advance  shall bear
interest on the  outstanding  principal  amount  thereof,  for each day from and
including  the date such Advance is made or is  automatically  converted  from a
Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.10, to but
excluding the date it is paid or is converted into a Eurodollar Advance pursuant
to Section 2.10 hereof,  at a rate per annum equal to the Floating Rate for such
day.  Changes in the rate of interest on that portion of any Advance  maintained
as a Floating Rate Advance will take effect  simultaneously  with each change in
the  Alternate  Base Rate.  Each  Eurodollar  Advance shall bear interest on the
outstanding  principal  amount  thereof from and  including the first day of the
Interest Period  applicable  thereto to (but not including) the last day of such
Interest Period at the interest rate determined by the  Administrative  Agent as
applicable to such Eurodollar Advance based upon the Borrower's selections under
Sections 2.9 and 2.10 and  otherwise in  accordance  with the terms  hereof.  No
Interest Period may end after the Facility Termination Date.

2.12.    Rates  Applicable  After   Default.  Notwithstanding  anything  to  the
contrary  contained in Section 2.9, 2.10 or 2.11,  during the  continuance  of a
Default or Unmatured  Default the  Required  Lenders  may, at their  option,  by
notice  to the  Borrower  (which  notice  may be  revoked  at the  option of the
Required  Lenders   notwithstanding  any  provision  of  Section  8.2  requiring
unanimous consent of the Lenders to changes in interest rates),  declare that no
Advance may be made as,  converted  into or continued  as a Eurodollar  Advance.


                                       26
<PAGE>

During the  continuance of a Default the Required  Lenders may, at their option,
by notice to the  Borrower  (which  notice  may be  revoked at the option of the
Required  Lenders   notwithstanding  any  provision  of  Section  8.2  requiring
unanimous consent of the Lenders to changes in interest rates), declare that (i)
each Eurodollar  Advance shall bear interest for the remainder of the applicable
Interest Period at the rate otherwise applicable to such Interest Period plus 2%
per annum,  (ii) each  Floating  Rate Advance  shall bear interest at a rate per
annum equal to the  Floating  Rate in effect from time to time plus 2% per annum
and (iii) the LC Fee shall be increased by 2% per annum,  provided that,  during
the  continuance  of a Default under Section 7.6 or 7.7, the interest  rates set
forth in clauses (i) and (ii) above and the  increase in the LC Fee set forth in
clause  (iii) above shall be  applicable  to all Credit  Extensions  without any
election or action on the part of the Administrative Agent or any Lender.

2.13.    Method of Payment.  All payments of the  Obligations hereunder shall be
made, without setoff, deduction, or counterclaim, in immediately available funds
to the  Administrative  Agent at the  Administrative  Agent's address  specified
pursuant  to  Article  XIII,  or  at  any  other  Lending  Installation  of  the
Administrative  Agent  specified in writing by the  Administrative  Agent to the
Borrower,  by 12:00 noon  (Chicago  time) on the date when due and shall (except
(i) in the case of Reimbursement  Obligations for which the applicable LC Issuer
has not been fully indemnified by the Lenders or (ii) with respect to repayments
of Swing Line Loans) be applied  ratably by the  Administrative  Agent among the
Lenders.  Each payment delivered to the Administrative  Agent for the account of
any Lender  shall be  delivered  promptly  by the  Administrative  Agent to such
Lender in the same type of funds that the Administrative  Agent received at such
Lender's  address  specified   pursuant  to  Article  XIII  or  at  any  Lending
Installation  specified in a notice  received by the  Administrative  Agent from
such Lender.  Each  reference to the  Administrative  Agent in this Section 2.13
shall also be deemed to refer,  and shall apply  equally,  to the  applicable LC
Issuer,  in the case of payments  required to be made by the Borrower to such LC
Issuer  pursuant  to  Section  2.21.6.  The   Administrative   Agent  is  hereby
authorized,  upon the  occurrence and during the  continuance  of a Default,  to
charge  the  account  of the  Borrower  maintained  with  Bank One or any of its
Affiliates  for each payment of  principal,  interest and fees as it becomes due
hereunder.

2.14.    Noteless Agreement; Evidence of Indebtedness.

    (i) Each Lender  shall  maintain in  accordance  with its usual  practice an
account or accounts  evidencing the  indebtedness of the Borrower to such Lender
resulting  from each Loan made by such Lender from time to time,  including  the
amounts of principal  and interest  payable and paid to such Lender from time to
time hereunder.

    (ii) The Administrative  Agent shall also maintain accounts in which it will
record (a) the date and the amount of each  Revolving Loan made  hereunder,  the
Type thereof and the Interest Period, if any, applicable thereto, (b) the amount
of any  principal  or interest due and payable or to become due and payable from
the Borrower to each Lender hereunder, (c) the effective date and amount of each
Assignment  Agreement  delivered to and  accepted by it and the parties  thereto
pursuant to Section 12.3, (d) the original stated amount of each Facility LC and
the amount of LC Obligations  outstanding at any time, (e) the amount of any sum


                                       27
<PAGE>


received  by the  Administrative  Agent  hereunder  from the  Borrower  and each
Lender's  share  thereof,  and (f) all other  appropriate  debits and credits as
provided in this Agreement,  including,  without limitation,  all fees, charges,
expenses and interest.

    (iii) The entries maintained in the accounts  maintained pursuant to clauses
(i) and (ii) above shall be prima facie evidence of the existence and amounts of
the Obligations  therein recorded;  provided,  however,  that the failure of the
Administrative  Agent or any  Lender  to  maintain  such  accounts  or any error
therein shall not in any manner  affect the  obligation of the Borrower to repay
the Obligations in accordance with their terms.

    (iv) Any Lender may request that its Loans be evidenced by a promissory note
or, in the case of the Swing Line  Lender,  promissory  notes  representing  its
Revolving Loans and Swing Line Loans, respectively, substantially in the form of
Exhibit E, with appropriate changes for notes evidencing Swing Line Loans (each,
a "Note").  In such event,  the Borrower shall  prepare,  execute and deliver to
such Lender such Note or Notes payable to the order of such Lender.  Thereafter,
the Loans  evidenced by each such Note and interest  thereon  shall at all times
(prior to any assignment pursuant to Section 12.3) be represented by one or more
Notes payable to the order of the payee named therein, except to the extent that
any such Lender subsequently returns any such Note for cancellation and requests
that such Loans once again be  evidenced  as  described  in clauses (i) and (ii)
above.

2.15.    Telephonic  Notices.  The Borrower  hereby  authorizes  the Lenders and
the  Administrative  Agent to  extend,  convert  or  continue  Advances,  effect
selections of Types of Advances and transfer  funds based on telephonic  notices
made by any person or  persons  the  Administrative  Agent or any Lender in good
faith believes to be acting on behalf of the Borrower,  it being understood that
the foregoing  authorization is specifically intended to allow Borrowing Notices
and  Conversion/Continuation  Notices to be given  telephonically.  The Borrower
agrees to deliver promptly to the Administrative  Agent a written  confirmation,
signed by an  Authorized  Officer,  if such  confirmation  is  requested  by the
Administrative  Agent or any Lender,  of each telephonic  notice. If the written
confirmation  differs  in any  material  respect  from the  action  taken by the
Administrative  Agent and the Lenders,  the records of the Administrative  Agent
and the Lenders shall govern absent manifest error.

2.16.    Interest Payment Dates;  Interest and Fee Basis.  Interest  accrued  on
each  Floating  Rate  Advance and Swing Line Loan shall be payable in arrears on
each  Payment  Date,  commencing  with the first  such  date to occur  after the
Closing  Date, on any date on which the Floating Rate Advance or Swing Line Loan
is prepaid, whether due to acceleration or otherwise, and at maturity.  Interest
accrued on that portion of the outstanding principal amount of any Floating Rate
Advance  converted into a Eurodollar  Advance on a day other than a Payment Date
shall be payable on the date of conversion.  Interest accrued on each Eurodollar
Advance shall be payable on the last day of its applicable  Interest Period,  on


                                       28
<PAGE>

any date on which the Eurodollar Advance is prepaid,  whether by acceleration or
otherwise,  and at maturity;  provided that interest  accrued on each Eurodollar
Advance  having an Interest  Period  longer than three (3) months  shall also be
payable  on the last  day of each  three-month  interval  during  such  Interest
Period.  Interest  on  Eurodollar  Advances,  Swing  Line  Loans,  LC  Fees  and
Commitment  Fees shall be  calculated  for actual days elapsed on the basis of a
360-day year;  interest on Floating Rate Advances shall be calculated for actual
days elapsed on the basis of a 365/366-day  year.  Interest shall be payable for
the day an Advance is made but not for the day of any payment on the amount paid
if  payment  is  received  prior to 12:00  noon  (Chicago  time) at the place of
payment.  If any payment of principal of or interest on an Advance,  any fees or
any other amounts payable to any Agent or any Lender  hereunder shall become due
on a day which is not a Business  Day,  such  payment  shall be made on the next
succeeding Business Day and, in the case of a principal payment,  such extension
of time  shall be  included  in  computing  interest,  fees and  commissions  in
connection with such payment.

2.17.    Notification of Advances,  Interest  Rates,  Prepayments and Commitment
Reductions. Promptly after receipt thereof, the Administrative Agent will notify
each  Lender of the  contents of each  Aggregate  Commitment  reduction  notice,
Borrowing Notice, Swing Line Borrowing Notice,  Conversion/Continuation  Notice,
and repayment  notice  received by it hereunder.  Promptly after notice from the
applicable LC Issuer,  the  Administrative  Agent will notify each Lender of the
contents  of  each  request  for  issuance  of  a  Facility  LC  hereunder.  The
Administrative  Agent will notify each Lender of the interest rate applicable to
each Eurodollar  Advance  promptly upon  determination of such interest rate and
will give each Lender prompt notice of each change in the Alternate Base Rate.

2.18.    Lending  Installations.  Subject to  Section  3.6, each Lender may book
its Loans and its  participation  in any LC Obligations and Swing Line Loans and
the LC Issuers may book the Facility LCs at any Lending Installation selected by
such Lender or the applicable LC Issuer,  as the case may be, and may change its
Lending  Installation from time to time. All terms of this Agreement shall apply
to any such Lending Installation and the Loans, Facility LCs,  participations in
LC  Obligations  and Swing Line Loans and any Notes  issued  hereunder  shall be
deemed held by each Lender or the applicable LC Issuer,  as the case may be, for
the  benefit of any such  Lending  Installation.  Each Lender and each LC Issuer
may,  by  written  notice  to the  Administrative  Agent  and  the  Borrower  in
accordance  with Article  XIII,  designate  replacement  or  additional  Lending
Installations  through  which  Loans  will be made or  participated  in by it or
Facility  LCs will be  issued  by it and for  whose  account  Loan  payments  or
payments with respect to Facility LCs are to be made.

2.19.    Non-Receipt of  Funds  by the Administrative Agent. Unless the Borrower
or a Lender, as the case may be, notifies the Administrative  Agent prior to the
time on which it is scheduled to make payment to the Administrative Agent of (i)
in the  case of a  Lender,  the  proceeds  of a Loan or (ii) in the  case of the
Borrower,  a payment of principal,  interest or fees to the Administrative Agent
for the account of the  Lenders,  that it does not intend to make such  payment,
the  Administrative  Agent may  assume  that such  payment  has been  made.  The
Administrative Agent may, but shall not be obligated to, make the amount of such

                                       29
<PAGE>

payment available to the intended recipient in reliance upon such assumption. If
such  Lender  or the  Borrower,  as the case may be,  has not in fact  made such
payment to the  Administrative  Agent,  the recipient of such payment shall,  on
demand by the Administrative Agent, repay to the Administrative Agent the amount
so made available  together with interest  thereon in respect of each day during
the  period  commencing  on the date such  amount was so made  available  by the
Administrative  Agent  until the date the  Administrative  Agent  recovers  such
amount at a rate per annum equal to (x) in the case of payment by a Lender,  the
Federal  Funds  Effective  Rate for such day for the  first  three (3) days and,
thereafter, the interest rate applicable to the relevant Loan or (y) in the case
of payment by the Borrower,  the interest rate  applicable to the relevant Loan,
including the interest rate applicable pursuant to Section 2.12.

2.20.    Replacement of Lender. The Borrower  shall have  the right, in its sole
discretion, at any time and from time to time to terminate the Commitment of any
Lender (an "Affected  Lender"),  in whole, upon at least thirty (30) days' prior
notice to the  Administrative  Agent and such  Lender,  (a) if such  Lender  has
failed or refused to make  available  the full amount of any  Revolving  Loan as
required by its  Commitment  hereunder,  or (b) if such Lender has demanded that
the Borrower make any additional payment to such Lender pursuant to Section 3.1,
3.2 or 3.5,  or if such  Lender's  obligation  to make or  continue,  or convert
Floating Rate Advances into,  Eurodollar Advances has been suspended pursuant to
Section 3.3;  provided that no Default or Unmatured  Default shall have occurred
and be continuing at the time of such replacement,  and that,  concurrently with
such  replacement,  (i)  another  bank  or  other  entity  which  is  reasonably
satisfactory  to the Borrower and the  Administrative  Agent shall agree,  as of
such date,  to purchase for cash the Advances and other  Obligations  due to the
Affected Lender pursuant to an Assignment Agreement substantially in the form of
Exhibit C and to become a Lender for all purposes  under this  Agreement  and to
assume all  obligations of the Affected  Lender to be terminated as of such date
and to comply with the  requirements  of Section 12.3 applicable to assignments,
and (ii) the Borrower shall pay to such Affected Lender in immediately available
funds on the day of such  replacement  (A) all interest,  fees and other amounts
then accrued but unpaid to such Affected Lender by the Borrower hereunder to and
including the date of termination,  including without limitation payments due to
such Affected Lender under Sections 3.1, 3.2 and 3.5, to the extent  applicable,
and (B) an amount,  if any,  equal to the  payment  which would have been due to
such Lender on the day of such  replacement  under  Section 3.4 had the Loans of
such  Affected  Lender  been  prepaid  on  such  date  rather  than  sold to the
replacement Lender.

2.21.    Facility LCs.

2.21.1.  Issuance; Transitional Facility LCs.

    (i) Issuance.  The LC Issuers hereby agree,  on the terms and conditions set
forth in this  Agreement,  to issue  standby and  performance  letters of credit
(each,  together  with the  letters  of credit  deemed  issued by the LC Issuers
hereunder pursuant to Section 2.21.1(ii), a "Facility LC") and to renew, extend,
increase, decrease or otherwise modify each Facility LC ("Modify," and each such

                                       30
<PAGE>

action a "Modification"),  from time to time from and including the date of this
Agreement  and prior to the  Facility  Termination  Date upon the request of the
Borrower;  provided  that  immediately  after each such Facility LC is issued or
Modified,  (i) the aggregate amount of the outstanding LC Obligations  shall not
exceed $25,000,000 and (ii) the Aggregate  Outstanding Credit Exposure shall not
exceed the Aggregate Commitment.  No Facility LC shall have an expiry date later
than one year after its issuance;  provided that any Facility LC may provide for
the renewal thereof for additional  one-year periods. If any Facility LCs remain
outstanding on the Facility ___ Termination Date, the Borrower shall comply with
Sections  2.21.11 and 8.1 (whether or not any Default  exists at such time) with
respect to such Facility LCs and the Facility LC Collateral Account.

    (ii)  Transitional  Provision.  Schedule 2.21 contains a schedule of certain
letters of credit  issued by Bank One for the account of the  Borrower  prior to
the Closing Date.  Subject to the  satisfaction  of the conditions  contained in
Sections  4.1 and 4.2,  from and after the Closing  Date such  letters of credit
shall be deemed to be Facility LCs issued pursuant to this Section 2.21.

2.21.2.  Participations.  On the date of this  Agreement,  with  respect  to the
Facility LCs identified on Schedule 2.21, and upon the issuance or  Modification
by the  applicable  LC Issuer of a Facility LC in  accordance  with this Section
2.21,  such LC  Issuer  shall be  deemed,  without  further  action by any party
hereto, to have  unconditionally  and irrevocably sold to each Lender,  and each
Lender shall be deemed,  without  further  action by any party  hereto,  to have
unconditionally  and irrevocably  purchased from such LC Issuer, a participation
in  such  Facility  LC (and  each  Modification  thereof)  and  the  related  LC
Obligations in proportion to its Pro Rata Share.

2.21.3.  Notice.  Subject  to  Section  2.21.1,  the  Borrower  shall  give  the
applicable  LC Issuer notice prior to 10:00 a.m.  (Chicago  time) at least three
(3) Business Days prior to the proposed date of issuance or Modification of each
Facility LC,  specifying  the  beneficiary,  the  proposed  date of issuance (or
Modification)  and the  expiry  date of such  Facility  LC, and  describing  the
proposed terms of such Facility LC and the nature of the  transactions  proposed
to be supported  thereby.  Upon receipt of such notice, the applicable LC Issuer
shall promptly notify the  Administrative  Agent, and the  Administrative  Agent
shall promptly notify each Lender,  of the contents thereof and of the amount of
such  Lender's  participation  in such  proposed  Facility  LC. The  issuance or
Modification  by any LC Issuer of any  Facility  LC shall,  in  addition  to the
conditions  precedent set forth in Article IV (the satisfaction of which such LC
Issuer shall have no duty to ascertain),  be subject to the conditions precedent
that such  Facility  LC shall be  satisfactory  to such LC  Issuer  and that the
Borrower shall have executed and delivered  such  application  agreement  and/or
such other  instruments  and  agreements  relating  to such  Facility  LC as the
applicable  LC Issuer  shall have  reasonably  requested  (each,  a "Facility LC
Application").  In the event of any conflict between the terms of this Agreement
and the terms of any Facility LC Application,  the terms of this Agreement shall
control.

                                       31
<PAGE>

2.21.4.  LC Fees. The Borrower shall pay to the  Administrative  Agent,  for the
account of the Lenders  ratably in  accordance  with their  respective  Pro Rata
Shares,  (i) with respect to each standby Facility LC, a letter of credit fee at
a per annum rate equal to the Applicable  Margin for Eurodollar  Loans in effect
from time to time on the average daily undrawn  stated amount under such standby
Facility LC, such fees to be payable in arrears on each Payment  Date,  and (ii)
with respect to each commercial  Facility LC, a one-time letter of credit fee in
an  amount  equal  to the  product  of (A)  50% of  the  Applicable  Margin  for
Eurodollar Loans in effect from time to time times (B) the initial stated amount
(or, with respect to a  Modification  of any such  commercial  Facility LC which
increases  the stated  amount  thereof,  such  increase  in the  stated  amount)
thereof,  such fee to be payable on the date of such issuance or increase  (each
such fee described in this sentence being an "LC Fee").  The Borrower shall also
pay to each LC Issuer for its own  account  (x) at the time of such LC  Issuer's
issuance  of each  standby  Facility  LC, a fronting  fee equal to 0.125% of the
initial  stated amount (or, with respect to a  Modification  of any such standby
Facility LC which  increases  the stated  amount  thereof,  such increase in the
stated amount) of such Facility LC issued by such LC Issuer, and (y) documentary
and processing  charges in connection  with the issuance or  Modification of and
draws under Facility LCs in accordance with the applicable LC Issuer's  standard
schedule for such charges as in effect from time to time.

2.21.5.  Administration;   Reimbursement  by  Lenders.  Upon  receipt  from  the
beneficiary of any Facility LC of any demand for payment under such Facility LC,
the  applicable  LC  Issuer  shall  notify  the  Administrative  Agent  and  the
Administrative Agent shall promptly notify the Borrower and each other Lender as
to the  amount to be paid by such LC Issuer as a result of such  demand  and the
proposed  payment date (the "LC Payment Date").  The  responsibility  of each LC
Issuer to the  Borrower  and each  Lender  shall be only to  determine  that the
documents  (including each demand for payment)  delivered under each Facility LC
issued  by such LC  Issuer  in  connection  with  such  presentment  shall be in
conformity in all material  respects with such Facility LC. Each LC Issuer shall
endeavor to exercise  the same care in the issuance  and  administration  of the
Facility  LCs  issued by such LC Issuer as it does with  respect  to  letters of
credit in which no participations  are granted,  it being understood that in the
absence of any gross  negligence  or willful  misconduct  by the  applicable  LC
Issuer,  each Lender shall be  unconditionally  and  irrevocably  liable without
regard to the  occurrence of any  Unmatured  Default or Default or any condition
precedent  whatsoever,  to  reimburse  such LC  Issuer  on  demand  for (i) such
Lender's  Pro Rata  Share of the amount of each  payment  made by such LC Issuer
under each Facility LC issued by such LC Issuer to the extent such amount is not
reimbursed by the Borrower  pursuant to Section 2.21.6 below, plus (ii) interest
on the foregoing  amount to be reimbursed by such Lender,  for each day from the
date of the applicable LC Issuer's  demand for such  reimbursement  (or, if such
demand is made after  11:00  a.m.  (Chicago  time) on such  date,  from the next
succeeding  Business Day) to the date on which such Lender pays the amount to be
reimbursed  by it, at a rate of interest  per annum  equal to the Federal  Funds
Effective Rate for the first three days and,  thereafter,  at a rate of interest
equal to the rate applicable to Floating Rate Advances.

                                       32
<PAGE>

2.21.6.  Reimbursement  by  Borrower.  The  Borrower  shall be  irrevocably  and
unconditionally  obligated  to  reimburse  each  LC  Issuer  on  or  before  the
applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any
drawing  under any  Facility LC issued by such LC Issuer,  without  presentment,
demand,  protest or other  formalities  of any kind;  provided  that neither the
Borrower nor any Lender shall hereby be precluded  from  asserting any claim for
direct (but not  consequential)  damages suffered by the Borrower or such Lender
to the extent,  but only to the extent,  caused by (i) the willful misconduct or
gross  negligence of the applicable LC Issuer in  determining  whether a request
presented  under any  Facility LC issued by it  complied  with the terms of such
Facility LC or (ii) the applicable LC Issuer's failure to pay under any Facility
LC issued by it after the  presentation  to it of a request  strictly  complying
with the terms and  conditions of such Facility LC. All such amounts paid by any
LC Issuer and remaining  unpaid by the Borrower shall bear interest,  payable on
demand,  for  each day  until  paid at a rate  per  annum  equal to (x) the rate
applicable to Floating Rate Advances for such day if such day falls on or before
the applicable LC Payment Date and (y) the sum of 2% plus the rate applicable to
Floating  Rate  Advances  for such day if such day falls  after  such LC Payment
Date.  Each LC Issuer will pay to each Lender ratably in accordance with its Pro
Rata Share all  amounts  received by it from the  Borrower  for  application  in
payment, in whole or in part, of the Reimbursement  Obligation in respect of any
Facility  LC issued by such LC Issuer,  but only to the extent  such  Lender has
made  payment to such LC Issuer in  respect  of such  Facility  LC  pursuant  to
Section 2.21.5. Subject to the terms and conditions of this Agreement (including
without  limitation  the  submission of a Borrowing  Notice in  compliance  with
Section 2.9 and the  satisfaction  of the  applicable  conditions  precedent set
forth in Article  IV), the  Borrower  may request an Advance  hereunder  for the
purpose of satisfying any Reimbursement Obligation.

2.21.7. Obligations Absolute. The Borrower's obligations under this Section 2.21
shall  be  absolute  and  unconditional  under  any  and all  circumstances  and
irrespective  of any  setoff,  counterclaim  or  defense  to  payment  which the
Borrower  may  have or  have  had  against  any LC  Issuer,  any  Lender  or any
beneficiary  of a Facility LC. The Borrower  further  agrees with the LC Issuers
and the Lenders  that the LC Issuers and the  Lenders  shall not be  responsible
for, and the Borrower's  Reimbursement  Obligation in respect of any Facility LC
shall not be affected by, among other  things,  the validity or  genuineness  of
documents or of any endorsements  thereon, even if such documents should in fact
prove to be in any or all respects invalid, fraudulent or forged, or any dispute
between or among the Borrower,  any of its  Affiliates,  the  beneficiary of any
Facility LC or any financing institution or other party to which any Facility LC
may be  transferred  or any claims or defenses  whatsoever of the Borrower or of
any of its  Affiliates  against the  beneficiary  of any Facility LC or any such
transferee.  No LC Issuer shall be liable for any error, omission,  interruption
or delay in transmission, dispatch or delivery of any message or advice, however
transmitted,  in connection  with any Facility LC. The Borrower  agrees that any
action  taken or omitted by any LC Issuer or any Lender  under or in  connection
with any Facility LC and the related drafts and documents, if done without gross
negligence or willful  misconduct,  shall be binding upon the Borrower and shall
not put any LC Issuer or any Lender under any liability to the Borrower. Nothing
in this Section  2.21.7 is intended to limit the right of the Borrower to make a
claim  against any LC Issuer for damages as  contemplated  by the proviso to the
first sentence of Section 2.21.6.

                                       33
<PAGE>

2.21.8.  Actions of LC Issuers.  Each LC Issuer  shall be entitled to rely,  and
shall be fully  justified  in relying,  upon any Facility  LC,  draft,  writing,
resolution,   notice,  consent,   certificate,   affidavit,  letter,  cablegram,
telegram,  telecopy,  telex  or  teletype  message,  statement,  order  or other
document believed by it in good faith to be genuine and correct and to have been
signed,  sent or made by the  proper  Person or  Persons,  and upon  advice  and
statements of legal counsel,  independent accountants and other experts selected
by such LC  Issuer.  Each LC  Issuer  shall be fully  justified  in  failing  or
refusing  to take any action  under this  Agreement  unless it shall  first have
received  such advice or  concurrence  of the Required  Lenders as it reasonably
deems   appropriate   or  it  shall  first  be  indemnified  to  its  reasonable
satisfaction  by the Lenders against any and all liability and expense which may
be incurred  by it by reason of taking or  continuing  to take any such  action.
Notwithstanding  any other  provision of this Section 2.21, each LC Issuer shall
in all cases be fully justified in acting,  or in refraining from acting,  under
this Agreement in accordance  with a request of the Required  Lenders,  and such
request and any action taken or failure to act pursuant thereto shall be binding
upon the Lenders and any future holders of a participation in any Facility LC.

2.21.9.  Indemnification.  The  Borrower  hereby  agrees to  indemnify  and hold
harmless each Lender,  each LC Issuer and the  Administrative  Agent,  and their
respective  directors,  officers,  agents and employees from and against any and
all claims and damages, losses, liabilities, costs or expenses which such Person
may incur  (or which may be  claimed  against  such  Person by any other  Person
whatsoever)  by reason of or in  connection  with the  issuance,  execution  and
delivery or  transfer  of or payment or failure to pay under any  Facility LC or
any actual or proposed use of any Facility LC,  including,  without  limitation,
any claims, damages, losses, liabilities,  costs or expenses which any LC Issuer
may incur by reason of or in  connection  with (i) the  failure of any Lender to
fulfill or comply with its obligations to such LC Issuer  hereunder (but nothing
herein  contained  shall  affect any rights the  Borrower  may have  against any
defaulting  Lender) or (ii) by reason of or on account of such LC Issuer issuing
any Facility LC which  specifies that the term  "Beneficiary"  included  therein
includes any successor by operation of law of the named  Beneficiary,  but which
Facility LC does not require that any drawing by any such successor  Beneficiary
be accompanied by a copy of a legal  document,  satisfactory  to such LC Issuer,
evidencing  the  appointment of such  successor  Beneficiary;  provided that the
Borrower  shall not be  required  to  indemnify  any such Person for any claims,
damages, losses,  liabilities,  costs or expenses to the extent, but only to the
extent,  caused  by (x)  the  willful  misconduct  or  gross  negligence  of the
applicable  LC Issuer in  determining  whether  a  request  presented  under any
Facility LC issued by such LC Issuer complied with the terms of such Facility LC
or (y) any LC  Issuer's  failure to pay under any  Facility LC issued by such LC
Issuer after the  presentation  to it of a request  strictly  complying with the
terms and  conditions  of such  Facility LC.  Nothing in this Section  2.21.9 is
intended to limit the  obligations of the Borrower under any other  provision of
this Agreement.

                                       34
<PAGE>

2.21.10. Lenders' Indemnification. Each Lender shall, ratably in accordance with
its Pro  Rata  Share,  indemnify  each  LC  Issuer,  its  affiliates  and  their
respective  directors,  officers,  agents  and  employees  (to  the  extent  not
reimbursed  by the Borrower)  against any cost,  expense  (including  reasonable
counsel  fees and  disbursements),  claim,  demand,  action,  loss or  liability
(except  such as result  from such  indemnitees'  gross  negligence  or  willful
misconduct or the  applicable  LC Issuer's  failure to pay under any Facility LC
issued by such LC  Issuer  after the  presentation  to it of a request  strictly
complying  with  the  terms  and  conditions  of such  Facility  LC)  that  such
indemnitees  may suffer or incur in  connection  with this  Section  2.21 or any
action taken or omitted by such indemnitees hereunder.

2.21.11. Facility LC Collateral Account. The Borrower agrees that it will, as
required by Section 8.1 and until the final expiration date of any Facility LC
and thereafter as long as any amount is payable to the LC Issuers or the Lenders
in respect of any Facility LC, maintain a special collateral account pursuant to
arrangements satisfactory to the Administrative Agent (the "Facility LC
Collateral Account") at the Administrative Agent's office at the address
specified pursuant to Article XIII, in the name of such Borrower but under the
sole dominion and control of the Administrative Agent, for the benefit of the
Lenders and in which such Borrower shall have no interest other than as set
forth in Section 8.1. The Borrower hereby pledges, assigns and grants to the
Administrative Agent, on behalf of and for the ratable benefit of the Lenders
and the LC Issuers, a security interest in all of the Borrower's right, title
and interest in and to all funds which may from time to time be on deposit in
the Facility LC Collateral Account to secure the prompt and complete payment and
performance of the Obligations. The Administrative Agent will invest any funds
on deposit from time to time in the Facility LC Collateral Account in
certificates of deposit of Bank One having a maturity not exceeding 30 days.
Nothing in this Section 2.21.11 shall either obligate the Administrative Agent
to require the Borrower to deposit any funds in the Facility LC Collateral
Account or limit the right of the Administrative Agent to release any funds held
in the Facility LC Collateral Account in each case other than as required by
Section 8.1.

2.21.12.  Rights as a Lender. In its capacity as a Lender,  each LC Issuer shall
have the same rights and obligations as any other Lender.

                                  ARTICLE III

                             YIELD PROTECTION; TAXES

3.1.     Yield  Protection.  If,  on or after  the date of this  Agreement,  the
adoption of any law or any governmental or quasi-governmental  rule, regulation,
policy,  guideline or directive (whether or not having the force of law), or any
change in any such law, rule, regulation,  policy,  guideline or directive or in
the   interpretation   or   administration   thereof  by  any   governmental  or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation  or  administration  thereof,  or  compliance  by any  Lender  or
applicable  Lending  Installation or any LC Issuer with any request or directive
(whether or not having the force of law) of any such authority,  central bank or
comparable agency:

                                       35
<PAGE>

    (i) subjects any Lender or any  applicable  Lending  Installation  or any LC
Issuer to any Taxes,  or changes the basis of  taxation of payments  (other than
with respect to Excluded Taxes) to any Lender or any LC Issuer in respect of its
Eurodollar Loans, Facility LCs or participations therein, or

    (ii)  imposes or  increases or deems  applicable  any  reserve,  assessment,
insurance  charge,  special  deposit or similar  requirement  against assets of,
deposits  with or for the account of, or credit  extended  by, any Lender or any
applicable  Lending  Installation  or any LC Issuer  (other  than  reserves  and
assessments  taken into account in determining  the interest rate  applicable to
Eurodollar Advances), or

    (iii)  imposes any other  condition  the result of which is to increase  the
cost to any Lender or any applicable  Lending  Installation  or any LC Issuer of
making,  funding or maintaining its Eurodollar Loans or Commitment or of issuing
or participating in Facility LCs, or reduces any amount receivable by any Lender
or any applicable  Lending  Installation or any LC Issuer in connection with its
Eurodollar  Loans or  Commitment,  Facility LCs or  participations  therein,  or
requires any Lender or any applicable  Lending  Installation or any LC Issuer to
make any payment  calculated by reference to the amount of  Eurodollar  Loans or
Commitment,  Facility LCs or participations  therein held or interest or LC Fees
received by it, by an amount deemed material by such Lender or such LC Issuer as
the case may be,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation or such LC Issuer, as the case may be, of making
or maintaining its Eurodollar Loans or Commitment or of issuing or participating
in Facility  LCs or to reduce the return  received by such Lender or  applicable
Lending  Installation or such LC Issuer,  as the case may be, in connection with
such Eurodollar  Loans or Commitment,  Facility LCs or  participations  therein,
then,  within fifteen (15) days of demand by such Lender or such LC issuer,  the
Borrower  shall  pay such  Lender or such LC Issuer  such  additional  amount or
amounts as will  compensate  such Lender or such LC Issuer,  as the case may be,
for such increased cost or reduction in amount received.

3.2.     Changes in Capital Adequacy  Regulations.  If a Lender or any LC Issuer
determines  the amount of capital  required or expected to be maintained by such
Lender,  such LC Issuer,  any  Lending  Installation  of such  Lender or such LC
Issuer,  or any  corporation  controlling  such  Lender  or such LC  Issuer,  is
increased as a result of a Change,  then,  within fifteen (15) days of demand by
such  Lender or such LC Issuer,  the  Borrower  shall pay such Lender or such LC
Issuer the amount  necessary  to  compensate  for any  shortfall  in the rate of
return on the  portion of such  increased  capital  which such Lender or such LC

                                       36
<PAGE>

Issuer  determines is  attributable to this  Agreement,  its Outstanding  Credit
Exposure or its  Commitment to make Loans and issue or  participate  in Facility
LCs, as the case may be,  hereunder  (after taking into account such Lender's or
such LC Issuer's policies as to capital adequacy). "Change" means (i) any change
after the date of this  Agreement in the Risk-Based  Capital  Guidelines or (ii)
any adoption of, change in, or change in the interpretation or administration of
any other law,  governmental or  quasi-governmental  rule,  regulation,  policy,
guideline, interpretation, or directive (whether or not having the force of law)
after the date of this Agreement which affects the amount of capital required or
expected  to be  maintained  by  any  Lender  or any LC  Issuer  or any  Lending
Installation  or any  corporation  controlling  any  Lender  or  any LC  Issuer.
"Risk-Based  Capital  Guidelines" means (i) the risk-based capital guidelines in
effect in the United States on the date of this Agreement,  including transition
rules, and (ii) the corresponding capital regulations  promulgated by regulatory
authorities  outside the United States  implementing the July 1988 report of the
Basle  Committee  on  Banking  Regulation  and  Supervisory  Practices  Entitled
"International  Convergence  of Capital  Measurements  and  Capital  Standards,"
including transition rules, and any amendments to such regulations adopted prior
to the date of this Agreement.

3.3.      Availability of Types of Advances.  If (x) any Lender  determines that
maintenance of its Eurodollar  Loans at a suitable  Lending  Installation  would
violate any applicable law, rule, regulation or directive, whether or not having
the force of law, or (y) the Required  Lenders  determine that (i) deposits of a
type,  currency and maturity  appropriate to match fund Eurodollar  Advances are
not available or (ii) the interest rate  applicable to Eurodollar  Advances does
not accurately  reflect the cost of making or maintaining  Eurodollar  Advances,
then the  Administrative  Agent shall  suspend the  availability  of  Eurodollar
Advances and require any affected  Eurodollar Advances to be repaid or converted
to Floating Rate Advances, subject to the payment of any funding indemnification
amounts required by Section 3.4.

3.4.     Funding Indemnification.  If any payment of a Eurodollar Advance occurs
on a date which is not the last day of the applicable  Interest Period,  whether
because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not
made on the date  specified by the Borrower for any reason other than default by
the Lenders,  or a Eurodollar Advance is not prepaid,  converted or continued on
the date  specified by the Borrower for any reason,  the Borrower will indemnify
each Lender for any loss or cost incurred by it resulting therefrom,  including,
without  limitation,  any  loss or cost in  liquidating  or  employing  deposits
acquired to fund or maintain such Eurodollar Advance.

3.5.     Taxes.

    (i) All  payments by the  Borrower  to or for the account of any Lender,  LC
Issuer or Agent hereunder or under any Note or Facility LC Application  shall be
made free and  clear of and  without  deduction  for any and all  Taxes.  If the
Borrower  shall be required by law to deduct any Taxes from or in respect of any
sum payable  hereunder  to any Lender,  LC Issuer or Agent,  (a) the sum payable
shall be increased  as  necessary  so that after making all required  deductions
(including  deductions  applicable to additional sums payable under this Section
3.5) such  Lender,  LC Issuer or Agent (as the case may be)  receives  an amount
equal to the sum it would have received had no such  deductions  been made,  (b)

                                       37
<PAGE>

the Borrower  shall make such  deductions,  (c) the Borrower  shall pay the full
amount deducted to the relevant  authority in accordance with applicable law and
(d) the Borrower shall furnish to the Administrative  Agent the original copy of
a receipt  evidencing payment thereof within thirty (30) days after such payment
is made.

    (ii) In addition,  the Borrower  hereby  agrees to pay any present or future
stamp or documentary  taxes and any other excise or property  taxes,  charges or
similar  levies which arise from any payment made hereunder or under any Note or
Facility LC  Application or from the execution or delivery of, or otherwise with
respect  to, this  Agreement  or any Note or  Facility  LC  Application  ("Other
Taxes").

    (iii) The Borrower hereby agrees to indemnify the Agents, the LC Issuers and
each  Lender for the full  amount of Taxes or Other  Taxes  (including,  without
limitation,  any Taxes or Other  Taxes  imposed  on amounts  payable  under this
Section  3.5) paid by the  Agents,  the LC Issuers or such Lender as a result of
its Commitment,  any Loans made by it hereunder, or otherwise in connection with
its  participation  in this  Agreement and any liability  (including  penalties,
interest and expenses) arising  therefrom or with respect thereto.  ___ Payments
due under this indemnification shall be made within thirty (30) days of the date
the Agents,  the LC Issuers or such Lender  makes  demand  therefor  pursuant to
Section 3.6.

    (iv) Each Lender that is not  organized  under the laws of the United States
of America or a state  thereof (each a "Non-U.S.  Lender")  agrees that it will,
not more than ten (10)  Business Days after the date on which it becomes a party
to this  Agreement,  (i)  deliver  to the  Administrative  Agent  two  (2)  duly
completed  copies of United  States  Internal  Revenue  Service  Form  W-8BEN or
W-8ECI,  certifying  in either  case that such  Lender is  entitled  to  receive
payments  under this  Agreement  without  deduction or withholding of any United
States  federal  income taxes,  and (ii) deliver to the  Administrative  Agent a
United States Internal  Revenue Form W-8 or W-9, as the case may be, and certify
that it is entitled to an exemption from United States backup  withholding  tax.
Each Non-U.S.  Lender further  undertakes to deliver to each of the Borrower and
the Administrative  Agent (x) renewals or additional copies of such form (or any
successor  form) on or  before  the date  that  such  form  expires  or  becomes
obsolete,  and (y) after the  occurrence of any event  requiring a change in the
most recent  forms so  delivered  by it,  such  additional  forms or  amendments
thereto as may be  reasonably  requested by the  Borrower or the  Administrative
Agent. All forms or amendments described in the preceding sentence shall certify
that such Lender is entitled to receive  payments under this  Agreement  without
deduction or withholding  of any United States  federal income taxes,  unless an
event (including without limitation any change in treaty, law or regulation) has
occurred  prior to the  date on  which  any such  delivery  would  otherwise  be
required which renders all such forms  inapplicable  or which would prevent such
Lender from duly  completing  and  delivering  any such form or  amendment  with
respect to it and such Lender advises the Borrower and the Administrative  Agent
that  it  is  not  capable  of  receiving  payments  without  any  deduction  or
withholding of United States federal income tax.

                                       38
<PAGE>

    (v) For any period during which a Non-U.S.  Lender has failed to provide the
Borrower with an  appropriate  form pursuant to clause (iv),  above (unless such
failure is due to a change in treaty,  law or  regulation,  or any change in the
interpretation  or  administration   thereof  by  any  governmental   authority,
occurring  subsequent to the date on which a form  originally was required to be
provided),  such Non-U.S.  Lender shall not be entitled to indemnification under
this Section 3.5 with respect to Taxes  imposed by the United  States;  provided
that,  should a Non-U.S.  Lender which is otherwise  exempt from or subject to a
reduced rate of  withholding  tax become subject to Taxes because of its failure
to deliver a form required  under clause (iv),  above,  the Borrower  shall take
such steps as such  Non-U.S.  Lender  shall  reasonably  request to assist  such
Non-U.S. Lender to recover such Taxes.

    (vi) Any Lender  that is  entitled  to an  exemption  from or  reduction  of
withholding  tax with  respect  to  payments  under this  Agreement  or any Note
pursuant to the law of any relevant  jurisdiction or any treaty shall deliver to
the Borrower  (with a copy to the  Administrative  Agent),  at the time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed  by  applicable  law as will permit such  payments to be made without
withholding or at a reduced rate.

    (vii)  If the  U.S.  Internal  Revenue  Service  or any  other  governmental
authority of the United States or any other country or any political subdivision
thereof asserts a claim that the Administrative  Agent did not properly withhold
tax  from  amounts  paid  to or for  the  account  of any  Lender  (because  the
appropriate  form was not delivered or properly  completed,  because such Lender
failed to notify the  Administrative  Agent of a change in  circumstances  which
rendered its exemption from withholding  ineffective,  or for any other reason),
such Lender shall indemnify the Administrative Agent fully for all amounts paid,
directly  or  indirectly,  by  the  Administrative  Agent  as  tax,  withholding
therefor,  or otherwise,  including penalties and interest,  and including taxes
imposed by any jurisdiction on amounts payable to the Administrative Agent under
this subsection, together with all costs and expenses related thereto (including
reasonable  attorneys' fees and time charges of attorneys for the Administrative
Agent, which attorneys may be employees of the Administrative  Agent);  provided
that no Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final,  non-appealable  judgment in a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the  Administrative  Agent.  The  obligations  of the Lenders under this Section
3.5(vii) shall survive the payment of the  Obligations  and  termination of this
Agreement.

3.6.     Lender  Statements;  Survival  of Indemnity.  To the extent  reasonably
possible,  each Lender shall designate an alternate  Lending  Installation  with
respect to its Eurodollar  Loans to reduce any liability of the Borrower to such
Lender  under  Sections  3.1,  3.2 and 3.5 or to  avoid  the  unavailability  of
Eurodollar  Advances  under Section 3.3, so long as such  designation is not, in
the good faith  judgment of such Lender,  disadvantageous  to such Lender.  Each
Lender shall deliver a written  statement of such Lender to the Borrower (with a


                                       39
<PAGE>

copy to the  Administrative  Agent) as to the amount due, if any,  under Section
3.1,  3.2, 3.4 or 3.5.  Such  written  statement  shall set forth in  reasonable
detail the calculations  upon which such Lender determined such amount and shall
be final,  conclusive  and  binding on the  Borrower  in the absence of manifest
error. Determination of amounts payable under such Sections in connection with a
Eurodollar  Loan shall be calculated as though each Lender funded its Eurodollar
Loan  through  the  purchase  of a deposit of the type,  currency  and  maturity
corresponding  to the deposit used as a reference in determining  the Eurodollar
Rate  applicable to such Loan,  whether in fact that is the case or not.  Unless
otherwise  provided herein, the amount specified in the written statement of any
Lender shall be payable on demand after  receipt by the Borrower of such written
statement.  The  obligations  of the Borrower under Section 3.1, 3.2, 3.4 or 3.5
shall survive payment of the  Obligations and termination of this Agreement.  If
any Lender fails to notify the Borrower of any event or  circumstance  that will
entitle such Lender to compensation  pursuant to Sections 3.1, 3.2 or 3.5 within
90 days after such Lender obtains knowledge of such event or circumstance,  then
such Lender shall not be entitled to receive such compensation from the Borrower
for any  amount  arising  prior to the date that is 90 days  before  the date on
which such Lender notifies the Borrower of such event or circumstance.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

4.1.     Initial Credit Extension. The Lenders shall not be required to make the
initial Credit Extension hereunder unless (a) the representations and warranties
contained in Article V are true and correct as of such date and (b) the Borrower
has furnished to the Agents with sufficient copies for the Lenders:

    (i) Copies of the  articles or  certificates  of  incorporation  (or similar
constitutive  documents)  of the  Borrower  and  each  Guarantor  (each  a "Loan
Party"),  together  with  all  amendments  thereto,  and a  certificate  of good
standing,  each  certified  by  the  appropriate  governmental  officer  in  its
jurisdiction of organization.

    (ii) Copies,  certified by the Secretary or Assistant Secretary of each Loan
Party, of such Loan Party's by-laws (or similar  constitutive  documents) and of
its Board of Directors'  resolutions  and of resolutions or actions of any other
body authorizing the execution of the Loan Documents to which it is a party.

    (iii) An  incumbency  certificate,  executed by the  Secretary  or Assistant
Secretary  of each Loan Party,  which shall  identify by name and title and bear
the  signatures of the  Authorized  Officers and any other officers of such Loan
Party  authorized to sign the Loan  Documents to which it is a party and, in the
case of the  Borrower,  to  request  Credit  Extensions  hereunder,  upon  which
certificate the Agents, the LC Issuers and the Lenders shall be entitled to rely
until informed of any change in writing by the applicable Loan Party.

                                       40
<PAGE>

(iv) An opening  compliance  certificate in substantially the form of Exhibit B,
signed by the chief financial officer or treasurer of the Borrower,  showing the
calculations  necessary to determine  compliance  with this  Agreement as of the
Borrower's  fiscal  quarter  ended  September  30, 2001 and stating  that on the
initial Credit  Extension Date no Default or Unmatured  Default has occurred and
is continuing.

    (v) (A) A written opinion of the Borrower's and each Guarantor's counsel and
(B) a written opinion of the Administrative  Agent's counsel with respect to the
enforceability  of this Agreement,  the Notes and the Guaranty,  in each case in
form and  substance  satisfactory  to the Agents and addressed to the Lenders in
substantially the form of Exhibit A-1 and Exhibit A-2 respectively.

    (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the
order of each such requesting Lender.

    (vii) If the initial  Credit  Extension  shall be the issuance of a Facility
LC, a properly completed Facility LC Application.

    (viii) Written money transfer  instructions,  in  substantially  the form of
Exhibit D,  addressed to the  Administrative  Agent and signed by an  Authorized
Officer,  together with such other related money transfer  authorizations as the
Administrative Agent may have reasonably requested.

    (ix) Evidence  satisfactory to the Agents that the Existing Credit Agreement
shall  have  been or shall  simultaneously  on the  Closing  Date be  terminated
(except for those  provisions that expressly  survive the termination  thereof),
all loans outstanding and other amounts owed to the lenders or agents thereunder
shall have been or shall  simultaneously  with the initial Advance  hereunder be
paid in full,  and all Liens  securing the  obligations  of the Borrower and its
Subsidiaries thereunder shall have been or shall simultaneously with the initial
Advance hereunder be released.

    (x) Such other  documents  as any Lender or its counsel may have  reasonably
requested,  including,  without limitation, each document identified on the List
of Closing Documents attached hereto as Exhibit F.

4.2.     Each Credit  Extension.  The Lenders shall not (except as otherwise set
forth in  Section  2.2.4  with  respect to  Revolving  Loans for the  purpose of
repaying  Swing Line Loans) be required to make any Credit  Extension  unless on
the applicable Credit Extension Date:

                                       41
<PAGE>

    (i) There exists no Default or Unmatured Default.

    (ii) The representations and warranties  contained in Article V are true and
correct  as of  such  Credit  Extension  Date  except  to the  extent  any  such
representation  or warranty is stated to relate  solely to an earlier  date,  in
which case such  representation  or warranty shall have been true and correct on
and as of such earlier date.

    (iii) All legal  matters  incident  to the making of such  Credit  Extension
shall be satisfactory to the Lenders and their counsel.

    Each  Borrowing  Notice or request for  issuance of a Facility  LC, or Swing
Line Borrowing Notice, as the case may be, with respect to each Credit Extension
shall  constitute  a  representation  and  warranty  by the  Borrower  that  the
conditions contained in Section 4.2(i) and (ii) have been satisfied.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

     The Borrower represents and  warrants  as follows  to  each  Lender and the
Agents  as of  the Closing  Date, on the date of  the  initial Credit  Extension
hereunder (if different  from the  Closing  Date) and   thereafter  on each date
as required by Section 4.2:

5.1.     Existence and Standing.  The Borrower and each of its Subsidiaries is a
corporation,   partnership  or  limited  liability  company  duly  and  properly
incorporated  or  organized,  as the case may be,  validly  existing and (to the
extent such concept  applies to such entity) in good standing  under the laws of
its  jurisdiction  of  incorporation  or  organization  and  has  all  requisite
authority to conduct its business in each  jurisdiction in which its business is
conducted,  except to the extent that the failure to have such  authority  could
not reasonably be expected to have a Material Adverse Effect.

5.2.     Authorization  and Validity.  The Borrower and each of its Subsidiaries
(to the  extent  applicable)  has the power  and  authority  and legal  right to
execute and deliver the Loan Documents to which it is a party and to perform its
obligations thereunder.  The execution and delivery by the Borrower and any such
Subsidiary of the Loan  Documents to which it is a party and the  performance of
its  obligations  thereunder  have been  duly  authorized  by  proper  corporate
proceedings,  and the Loan Documents to which such entity is a party  constitute
legal,  valid and binding  obligations of such entity  enforceable  against such
entity in accordance with their terms,  except as enforceability  may be limited
by  bankruptcy,   insolvency  or  similar  laws  affecting  the  enforcement  of
creditors' rights generally.

5.3.     No Conflict;  Government Consent. Neither the execution and delivery by
the  Borrower  or  any of  its  Subsidiaries  of the  Loan  Documents,  nor  the


                                       42
<PAGE>

consummation of the transactions therein  contemplated,  nor compliance with the
provisions  thereof will violate (i) any law,  rule,  regulation,  order,  writ,
judgment,  injunction,  decree or award  binding on the  Borrower  or any of its
Subsidiaries or (ii) the Borrower's or any Subsidiary's  articles or certificate
of incorporation, partnership agreement, certificate of partnership, articles or
certificate of organization, by-laws, or operating agreement or other management
agreement,  as the  case may be,  or  (iii)  the  provisions  of any  indenture,
instrument  or agreement to which the Borrower or any of its  Subsidiaries  is a
party or is  subject,  or by which it, or its  Property,  is bound,  or conflict
with, or constitute a default under,  or result in, or require,  the creation or
imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary
pursuant to the terms of, any such indenture, instrument or agreement. No order,
consent, adjudication,  approval, license,  authorization,  or validation of, or
filing,  recording or  registration  with,  or exemption  by, or other action in
respect of any  governmental  or public body or  authority,  or any  subdivision
thereof, which has not been obtained by the Borrower or any of its Subsidiaries,
is  required  to be  obtained  by the  Borrower  or any of its  Subsidiaries  in
connection  with the  execution and delivery of the Loan  Documents,  the Credit
Extensions under this Agreement,  the payment and performance by the Borrower of
the Obligations or the legality,  validity,  binding effect or enforceability of
any of the Loan Documents.

5.4.     Financial  Statements.  The   December  31,  2000   and  July  1,  2001
consolidated   financial   statements  of  the  Borrower  and  its  Subsidiaries
heretofore delivered to the Arranger and the Lenders were prepared in accordance
with  generally  accepted  accounting  principles  in  effect  on the date  such
statements were prepared and fairly present the consolidated financial condition
and  operations  of the  Borrower  and its  Subsidiaries  at such  dates and the
consolidated  results of their operations and cash flows for the fiscal year and
six-month period, respectively,  then ended, subject, in the case of the July 1,
2001 financial  statements,  to normal  year-end  adjustments and the absence of
notes.

5.5.     Material   Adverse  Change.  Since  December 31, 2000 there has been no
change  in  the  business,   Property,   condition   (financial  or  otherwise),
operations,  performance  or prospects of the Borrower,  or the Borrower and its
Subsidiaries  taken as a whole,  which  could  reasonably  be expected to have a
Material Adverse Effect.

5.6.     Taxes. The  Borrower and its Subsidiaries  have filed all United States
federal tax returns and all other tax returns which are required to be filed and
have paid all taxes due pursuant to said  returns or pursuant to any  assessment
received by the Borrower or any of its Subsidiaries,  except such taxes, if any,
as are being contested in good faith and as to which adequate reserves have been
provided  in  accordance  with  Agreement  Accounting  Principles.  Each  of the
Borrower's and its  Subsidiaries'  federal income tax years through December 31,
1997 have  closed and  neither  the  Borrower  nor any of its  Subsidiaries  has
executed, or has been requested to execute, extensions of statutes of limitation
on  assessment  for any  completed  fiscal  year of the  Borrower  or any of its
Subsidiaries. No tax liens have been filed and no claims are being asserted with
respect to any such taxes.  The  charges,  accruals and reserves on the books of
the Borrower and its Subsidiaries in respect of any taxes or other  governmental
charges are reasonably adequate.

                                       43
<PAGE>

5.7.     Litigation  and   Contingent   Obligations.  There  is  no  litigation,
arbitration,  governmental  investigation,  proceeding or inquiry pending or, to
the knowledge of any of their Authorized Officers or general counsel, threatened
against  or  affecting  the  Borrower  or any of its  Subsidiaries  which  could
reasonably  be  expected  to have a Material  Adverse  Effect or which  seeks to
prevent,  enjoin or delay the  making of any Credit  Extensions.  Other than any
liability incident to any litigation,  arbitration or proceeding which could not
reasonably be expected to have a Material  Adverse Effect,  neither the Borrower
nor any of its Subsidiaries  has any contingent  obligations not provided for or
disclosed in the financial statements referred to in Section 5.4.

5.8.      Subsidiaries.  Schedule  5.8 (as supplemented from time to time by the
Borrower  promptly  after  the  formation,  acquisition  or  dissolution  of any
Subsidiary as permitted under this  Agreement)  contains an accurate list of all
Subsidiaries  of the Borrower as of the date of this  Agreement,  setting  forth
their  respective  jurisdictions  of  organization  and the  percentage of their
respective  capital stock or other ownership  interests owned by the Borrower or
other Subsidiaries. All of the issued and outstanding shares of capital stock or
other  ownership  interests of such  Subsidiaries  have been (to the extent such
concepts are relevant with respect to such ownership  interests) duly authorized
and issued and are fully paid and non-assessable.

5.9.     Accuracy of Information. No  information,  schedule,  exhibit or report
furnished by the Borrower or any of its Subsidiaries to the Arranger,  any Agent
or  Lender  (including,   without  limitation,   the  Confidential   Information
Memorandum  dated  September  2001) in connection  with the  negotiation  of, or
compliance with, the Loan Documents contained any material  misstatement of fact
or omitted to state a material fact or any fact necessary to make the statements
contained therein, in the light of the circumstances under which they were made,
not misleading;  provided that, with respect to projected financial information,
the Borrower  represents  only that such  information was prepared in good faith
based upon assumptions believed to be reasonable at such time.

5.10.    Regulation U.  Neither  the Borrower  nor  any of its  Subsidiaries  is
engaged principally,  or as one of its important activities,  in the business of
extending credit for the purpose,  whether immediate,  incidental or ultimate of
buying or carrying  margin stock (within the meaning of Regulations U or X); and
after  applying  the  proceeds  of each  Advance,  margin  stock (as  defined in
Regulation U) constitutes  less than  twenty-five  percent (25%) of the value of
those  assets of the  Borrower  and its  Subsidiaries  which are  subject to any
limitation on sale or pledge, or any other restriction hereunder.

5.11.    Material Agreements. Neither the Borrower nor any Subsidiary is a party
to any  agreement  or  instrument  or  subject to any charter or other corporate
restriction  which  could  reasonably  be  expected  to have a Material  Adverse


                                       44
<PAGE>

Effect.   Neither  the  Borrower  nor  any  Subsidiary  is  in  default  in  the
performance,  observance or fulfillment of any of the obligations,  covenants or
conditions  contained in (i) any agreement to which it is a party, which default
could  reasonably  be  expected  to have a Material  Adverse  Effect or (ii) any
agreement or instrument evidencing or governing Indebtedness.

5.12.    Compliance With Laws. The Borrower and its Subsidiaries  have  complied
in all material  respects  with all  applicable  statutes,  rules,  regulations,
orders  and   restrictions  of  any  domestic  or  foreign   government  or  any
instrumentality or agency thereof having  jurisdiction over the conduct of their
respective businesses or the ownership of their respective Property.

5.13.    Ownership of Properties.On the date of this Agreement, the Borrower and
its  Subsidiaries  will have good  title,  free of all Liens  other  than  those
permitted by Section  6.16,  to all of the Property and assets  reflected in the
Borrower's  most  recent  consolidated  financial  statements  provided  to  the
Arranger and the Lenders as owned by the Borrower  and its  Subsidiaries,  other
than Property and assets sold or otherwise disposed of in the ordinary course of
business.

5.14.    ERISA;  Foreign  Pension  Matters.   The   sum   of  (a)  the  Unfunded
Liabilities  of all Plans and (b) the present  value of the  aggregate  unfunded
liabilities to provide the accrued  benefits under all Foreign  Pension Plans do
not in the aggregate  exceed an amount equal to the sum of (i) five percent (5%)
of the value (as of any date of  determination)  of all Plan assets allocable to
Plan benefits  guaranteed by ERISA and (ii) five percent (5%) of the fair market
value of the assets held in trust or other funding vehicles for accrued benefits
under all  Foreign  Pension  Plans.  Each  Plan and each  Foreign  Pension  Plan
complies in all material  respects with all applicable  requirements  of law and
regulations,  no Reportable Event has occurred with respect to any Plan, neither
the Borrower nor any other member of the Controlled Group has withdrawn from any
Multiemployer  Plan or initiated steps to do so, and no steps have been taken to
terminate any Plan.

5.15.    Plan Assets; Prohibited Transactions. The Borrower is not an entity
deemed to hold "plan  assets" within the  meaning of 29 C.F.R. ss. 2510.3-101 of
an employee  benefit plan (as defined in Section 3(3) of ERISA) which is subject
to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code)
and neither the execution of this  Agreement  nor the making of Loans  hereunder
,gives rise to a prohibited  transaction  within the  meaning of Section  406 of
ERISA or Section 4975 of the Code.

5.16.    Environmental Matters.

(a)      In the ordinary course of  its  business,  the Authorized  Officers and
general counsel of the Borrower consider the effect of Environmental Laws on the
business  of the  Borrower  and its  Subsidiaries,  in the  course of which they
identify and evaluate  potential risks and liabilities  accruing to the Borrower
and  its  Subsidiaries  due  to  Environmental   Laws.  On  the  basis  of  this
consideration,  the  Borrower  has  concluded  that  Environmental  Laws  cannot


                                       45
<PAGE>

reasonably be expected to have a Material Adverse Effect. Except as set forth on
Schedule  5.16,  neither the Borrower nor any Subsidiary has received any notice
to the  effect  that  its  operations  are  not in  compliance  with  any of the
requirements of applicable  Environmental Laws or are the subject of any federal
or state  investigation  evaluating  whether  any  remedial  action is needed to
respond  to a release  of any toxic or  hazardous  waste or  substance  into the
environment,  which  non-compliance  or  remedial  action  could  reasonably  be
expected to have a Material Adverse Effect.

(b)       The Borrower and each of its Subsidiaries have obtained all necessary
governmental  permits,   licenses  and  approvals  which  are  material  to  the
operations   conducted  on  their  respective   properties,   including  without
limitation, all required permits, licenses and approvals for (i) the emission of
air pollutants or contaminates, (ii) the treatment or pretreatment and discharge
of waste  water or storm  water,  (iii)  the  treatment,  storage,  disposal  or
generation of hazardous wastes, (iv) the withdrawal and usage of ground water or
surface water,  and (v) the disposal of solid wastes,  except where a failure to
obtain  such  permits,  licenses  and  approvals  would not result in a Material
Adverse Effect.

5.17.    Investment  Company Act.  Neither the Borrower nor any Subsidiary is an
"investment  company"  or a  company  "controlled" by  an  "investment company",
within the meaning of the Investment Company Act of 1940, as amended.

5.18.    Public  Utility  Holding  Company  Act.  Neither  the Borrower nor  any
Subsidiary  is a  "holding  company"  or a  "subsidiary  company"  of a "holding
company",  or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

5.19.    Insurance.  The  Property  of the  Borrower  and its  Subsidiaries   is
insured with reputable insurance  companies not  Affiliates of the  Borrower, in
such amounts, with such deductibles  and covering such risks as are commercially
reasonable.

                                   ARTICLE VI

                                    COVENANTS

    During  the  term  of this  Agreement, unless  the  Required  Lenders  shall
otherwise consent in writing:

6.1.     Financial Reporting.  The Borrower  will maintain,  for itself and each
Subsidiary,  a system of accounting established and  administered  in accordance
with generally  accepted  accounting  principles,  and furnish to the Lenders:

    (i) Within ninety (90) days after the close of each of its fiscal years,  an
unqualified audit report certified by independent  certified public  accountants
acceptable to the Lenders,  prepared in  accordance  with  Agreement  Accounting
Principles on a consolidated basis for itself and its Subsidiaries,  including a
balance  sheet  as of the end of such  period,  related  statements  of  income,


                                       46
<PAGE>

shareholders'  equity  and cash  flows,  accompanied  by a  certificate  of said
accountants  that,  in the  course  of their  examination  necessary  for  their
certification  of the foregoing,  they have obtained no knowledge of any Default
or Unmatured Default, or if, in the opinion of such accountants,  any Default or
Unmatured Default shall exist, stating the nature and status thereof.

    (ii)  Within  forty-five  (45) days  after the close of the first  three (3)
quarterly  periods of each of its fiscal years, for itself and its Subsidiaries,
a consolidated  unaudited  balance sheet as at the close of each such period and
consolidated  statements of income,  shareholders' equity and cash flows for the
period from the  beginning of such fiscal year to the end of such  quarter,  all
certified by its chief financial officer, chief accounting officer or treasurer.

    (iii) Together with the financial  statements required under Sections 6.1(i)
and (ii), a compliance certificate in substantially the form of Exhibit B signed
by its chief financial  officer,  chief accounting  officer or treasurer showing
the  calculations  necessary to determine  compliance  with this  Agreement  and
stating  that no Default  or  Unmatured  Default  exists,  or if any  Default or
Unmatured Default exists, stating the nature and status thereof.

    (iv) As soon as available, but in any event within sixty (60) days after the
beginning  of  each  fiscal  year  of  the  Borrower,  a copy  of the  projected
consolidated  and  consolidating  balance sheet,  income statement and cash flow
statement of the Borrower for such fiscal year.

    (v) As soon as practicable  after receipt thereof by the Borrower but in any
event  within  270 days  after  the close of each  plan  year for each  Plan,  a
statement of any Unfunded  Liabilities of such Plan,  certified as correct by an
actuary enrolled under ERISA.

    (vi) As soon as  possible  and in any event  within  ten (10) days after the
Borrower knows that any Reportable  Event has occurred with respect to any Plan,
or any  material  unfunded  liability  has arisen  with  respect to any  Foreign
Pension Plan, a statement, signed by the chief financial officer or treasurer of
the Borrower,  describing said Reportable Event or material  unfunded  liability
and the action which the Borrower proposes to take with respect thereto.

    (vii) As soon as  possible  and in any  event  within  ten (10)  days  after
receipt by the  Borrower,  a copy of (a) any notice or claim to the effect  that
the Borrower or any of its  Subsidiaries  is or may be liable to any Person as a
result of the release by the  Borrower,  any of its  Subsidiaries,  or any other


                                       47
<PAGE>

Person of any toxic or hazardous  waste or substance into the  environment,  and
(b)  any  notice  alleging  any  violation  of  any  federal,   state  or  local
environmental,  health or safety law or regulation by the Borrower or any of its
Subsidiaries,  which,  in either case,  could  reasonably  be expected to have a
Material Adverse Effect.

    (viii)  Promptly  upon the  furnishing  thereof to the  shareholders  of the
Borrower,  copies of all financial  statements,  reports and proxy statements so
furnished.

    (ix) Promptly upon the filing thereof, copies of all registration statements
or other  regular  reports not otherwise  provided  pursuant to this Section 6.1
which the  Borrower or any of its  Subsidiaries  files with the  Securities  and
Exchange Commission.

    (x) Such other  information  (including  non-financial  information)  as any
Agent or Lender may from time to time reasonably request.

6.2.     Use of Proceeds.  The Borrower will, and will cause each Subsidiary to,
use the  proceeds  of the Credit  Extensions  for  general  corporate  purposes,
including for working capital,  refinancing the Indebtedness  under the Existing
Credit Agreement,  dividends, stock repurchases and Permitted Acquisitions.  The
Borrower  shall use the proceeds of Credit  Extensions  in  compliance  with all
applicable  legal and regulatory  requirements and any such use shall not result
in  a  violation  of  any  such  requirements,  including,  without  limitation,
Regulations T, U and X, the  Securities Act of 1933 and the Securities  Exchange
Act of 1934 and the regulations promulgated thereunder.

6.3.     Notice of Default.  The Borrower will,  and will cause each  Subsidiary
to,  give  prompt  notice in writing to the  Lenders  of the  occurrence  of any
Default  or  Unmatured  Default  and  of any  other  development,  financial  or
otherwise, which could reasonably be expected to have a Material Adverse Effect.

6.4.     Conduct of Business.  The Borrower will, and will cause each Subsidiary
to, carry on and conduct its business in substantially  the same manner and only
in lines of business  similar or related to lines of business  conducted  by the
Borrower or its  Subsidiaries  as of the Closing Date,  and, except as otherwise
permitted by Section 6.13, do all things  necessary to remain duly  incorporated
or organized,  validly  existing and (to the extent such concept applies to such
entity) in good  standing as a  corporation,  partnership  or limited  liability
company in its jurisdiction of  incorporation  or organization,  as the case may
be, and  maintain  all  requisite  authority  to conduct  its  business  in each
jurisdiction  in which its business is conducted;  provided that any  Subsidiary
may liquidate or dissolve if (i) the Borrower determines in good faith that such
liquidation  or  dissolution  is in the best  interests of the Borrower and (ii)
such  liquidation  or  dissolution  is  not  materially  disadvantageous  to the
Lenders.

                                       48
<PAGE>

6.5.     Taxes.  The Borrower will, and will cause each Subsidiary to, file on a
timely basis complete and correct United States federal and applicable  foreign,
state  and  local  tax  returns  required  by law and pay  when  due all  taxes,
assessments and governmental  charges and levies upon it or its income,  profits
or Property, except those which are being contested in good faith by appropriate
proceedings  and with respect to which adequate  reserves have been set aside in
accordance with Agreement Accounting Principles.

6.6.     Insurance.  The  Borrower  will,  and  will cause each  Subsidiary  to,
maintain with reputable  insurance companies insurance on their Property in such
amounts and covering such risks as is commercially reasonable,  and the Borrower
will  furnish to any Lender upon request full  information  as to the  insurance
carried.

6.7.     Compliance with Laws. The Borrower will, and will cause each Subsidiary
to, comply in all material respects with all laws, rules,  regulations,  orders,
writs,  judgments,  injunctions,  decrees  or awards to which it may be  subject
including, without limitation, all Environmental Laws.

6.8.     Maintenance  of  Properties.  The  Borrower  will,  and will cause each
Subsidiary to, do all things necessary in its commercially  reasonable judgement
to maintain,  preserve,  protect and keep its  Property in good repair,  working
order and  condition,  and make all necessary and proper  repairs,  renewals and
replacements  so that its business  carried on in  connection  therewith  may be
properly conducted at all times.

6.9.     Inspection;  Keeping of Books and Records.  The Borrower will, and will
cause each Subsidiary to, permit the Agents and the Lenders, by their respective
representatives and agents, to inspect any of the Property,  books and financial
records of the Borrower and each  Subsidiary,  to examine and make copies of the
books  of  accounts  and  other  financial  records  of the  Borrower  and  each
Subsidiary,  and to discuss the  affairs,  finances and accounts of the Borrower
and each Subsidiary  with, and to be advised as to the same by, their respective
officers at such reasonable times and intervals as the  Administrative  Agent or
any Lender may designate.  The Borrower shall keep and maintain,  and cause each
of its Subsidiaries to keep and maintain, in all material respects, proper books
of record and account in which entries in conformity  with Agreement  Accounting
Principles  shall be made of all dealings and  transactions in relation to their
respective  businesses  and  activities.  If  a  Default  has  occurred  and  is
continuing,  the Borrower,  upon the Administrative  Agent's request, shall turn
over  copies  of  any  such   records  to  the   Administrative   Agent  or  its
representatives.

6.10.    Addition of Guarantors. As promptly as possible but in any event within
thirty  (30) days after any  Domestic  Subsidiary  becomes a  Subsidiary  of the
Borrower,  the Borrower shall cause each such Domestic  Subsidiary to deliver to
the Administrative  Agent a duly executed supplement to the Guaranty pursuant to
which  such  Subsidiary  agrees to be bound by the terms and  provisions  of the
Guaranty.

                                       49
<PAGE>

6.11.    Dividends and Distributions.  The Borrower will not, nor will it permit
any of its  Subsidiaries  to,  declare or pay any dividends on its capital stock
(other than dividends payable in its own capital stock),  make any distributions
to any of its equity owners,  redeem,  repurchase or otherwise acquire or retire
any of its capital  stock or other  equity  interests  at any time  outstanding,
except that (i) any  Subsidiary  may, at any time,  declare and pay dividends or
make  distributions  to the  Borrower  or to a  Wholly-Owned  Subsidiary  of the
Borrower  and (ii) the  Borrower  may declare and pay  dividends  on its capital
stock in an aggregate  amount not to exceed  $10,000,000  during any fiscal year
and may repurchase its capital stock, provided, in each case, that no Default or
Unmatured Default shall exist before or after giving effect to such dividends or
repurchase or be created as a result thereof.

6.12.    Capital  Expenditures.  The  Borrower  will not, nor will it permit any
Subsidiary  to,  expend in excess of an aggregate  amount of  $100,000,000  (the
"Base Amount") for Capital Expenditures during any fiscal year,  commencing with
the fiscal year ending December 30, 2001; provided that, if the aggregate amount
of Capital Expenditures during any such fiscal year is less than the Base Amount
(the  difference  being the "Shortfall  Amount"),  then the permitted  amount of
Capital  Expenditures during the immediately  succeeding fiscal year shall be an
amount equal to the Base Amount plus the Shortfall Amount.

6.13.    Merger.  The Borrower will not, nor will it permit any  Subsidiary  to,
merge or consolidate with or into any other Person, except that, if after giving
effect to any such merger or consolidation no Default or Unmatured Default would
exist,  a  Subsidiary  may  merge or  consolidate  (i) into  the  Borrower  or a
Wholly-Owned  Subsidiary such that the Borrower or such Wholly-Owned  Subsidiary
is the surviving entity,  provided that in any merger or consolidation involving
a Domestic Subsidiary and a Foreign Subsidiary, the Domestic Subsidiary shall be
the surviving entity, or (ii) in connection with a Permitted Acquisition.

6.14.    Sale of Assets.The Borrower will not, nor will it permit any Subsidiary
to,  lease,  sell,  transfer or  otherwise  dispose of its Property to any other
Person, except:

    (i) Sales of inventory and obsolete or excess assets in the ordinary  course
of business.

    (ii) Sales,  leases and  transfers  of Property (a) from the Borrower to any
Guarantor,  and (b) from any  Subsidiary  of the Borrower to the Borrower or any
Guarantor.

    (iii) Other sales,  assignments,  transfers,  leases,  conveyances  or other
dispositions  of  its  Property,  provided  that  (a)  such  disposition  is for
consideration  consisting  of  cash or a  combination  of cash  and  notes,  the
principal  amount of which notes shall not exceed the greater of $5,000,000  and
25% of the total  consideration,  (b) such disposition is for not less than fair
market value (as determined in good faith by the  Borrower's  board of directors


                                       50
<PAGE>

if the total  consideration  for such  disposition  is equal to or greater  than
$20,000,000),  (c)  after  giving  effect to such  disposition,  no  Default  or
Unmatured  Default shall exist,  and (d) such Property,  together with all other
Property  of the  Borrower  and  its  Subsidiaries  previously  leased,  sold or
disposed of (other than  inventory and obsolete or excess assets in the ordinary
course  of  business)  calculated  at book  value  (i)  during  the  immediately
preceding  twelve-month  period,  represents the disposition of not greater than
10% of the  Borrower's  Consolidated  Total Assets at the end of the fiscal year
immediately  preceding that in which such  transaction is proposed to be entered
into,  and (ii)  during the  period  from the  Closing  Date to the date of such
proposed transaction,  represents the disposition of not greater than 20% of the
Borrower's  Consolidated  Total Assets at the end of the fiscal year immediately
preceding that in which such transaction is proposed to be entered into.

6.15.    Investments and Acquisitions. The Borrower will not, nor will it permit
any Subsidiary to, make or suffer to exist any Investments  (including,  without
limitation,  loans and advances to, and other Investments in, Subsidiaries),  or
commitments  therefor,  or to  create  any  Subsidiary  or to become or remain a
partner in any partnership or joint venture, or to make any Acquisition, except:

    (i) Cash Equivalent Investments.

    (ii) Existing Investments in Subsidiaries and other Investments in existence
on the date hereof and described in Schedule 6.15.

    (iii)  Investments by any  Subsidiary in the Borrower or any Guarantor,  and
Investments  by any Subsidiary  that is not a Guarantor in any other  Subsidiary
that is not a Guarantor.

    (iv)  Investments   resulting  from  the  transfers   permitted  by  Section
6.14(iii).

    (v)  Investments  resulting  from  Financial  Contracts  entered into in the
ordinary course of business and which do not violate the terms of Section 6.18.

    (vi) Acquisitions  meeting the following  requirements or otherwise approved
by the  Required  Lenders  (each  such  Acquisition  constituting  a  "Permitted
Acquisition"):

         (a) as of the date of the consummation of such Acquisition,  no Default
         or Unmatured  Default  shall have  occurred and be  continuing or would
         result  from such  Acquisition,  and the  representation  and  warranty
         contained  in Section  5.10 shall be true both before and after  giving
         effect to such Acquisition;

         (b) such Acquisition is consummated on a non-hostile  basis pursuant to
         a negotiated  acquisition  agreement approved by the board of directors
         or other  applicable  governing  body of the  seller  or  entity  to be


                                       51
<PAGE>

         acquired,  and no material challenge to such Acquisition (excluding the
         exercise of appraisal  rights)  shall be pending or  threatened  by any
         shareholder or director of the seller or entity to be acquired;

         (c) the  business  to be  acquired  in such  Acquisition  is similar or
         related to one or more of the lines of business  in which the  Borrower
         and its Subsidiaries are engaged on the Closing Date;

         (d) as of the  date  of  the  consummation  of  such  Acquisition,  all
         material  approvals  required in connection  therewith  shall have been
         obtained;

         (e)  during any  fiscal  year,  the  aggregate  Purchase  Price paid in
         connection with  Acquisitions  shall not exceed  $200,000,000,  and the
         aggregate  amount  thereof paid in cash shall not exceed  $100,000,000;
         and

         (f) in the case of any Permitted  Acquisition  having a Purchase  Price
         (including  the value of  treasury  stock of the  Borrower  repurchased
         prior to the Closing Date) greater than $50,000,000,  not less than ten
         (10) days prior to the consummation of such Permitted Acquisition,  the
         Borrower shall have delivered to the Administrative  Agent, in form and
         substance  reasonably  satisfactory to the Administrative  Agent, a pro
         forma  consolidated  balance  sheet,  income  statement  and cash  flow
         statement  of the  Borrower and its  Subsidiaries,  including  one-time
         adjustments agreed to by the Administrative Agent (the "Acquisition Pro
         Forma"),  based on the  Borrower's  most  recent  financial  statements
         delivered  pursuant to Section  6.1(i) and using  historical  financial
         statements for the acquired entity or assets provided by the seller(s),
         which shall be  complete  and shall  fairly  present,  in all  material
         respects,  the financial  condition and results of operations  and cash
         flows of the Borrower and its Subsidiaries in accordance with Agreement
         Accounting   Principles,   but  taking  into  account  such   Permitted
         Acquisition  and the  funding of all Credit  Extensions  in  connection
         therewith,  and such Acquisition Pro Forma shall reflect that, on a pro
         forma  basis,  the  Borrower  would  have been in  compliance  with the
         financial  covenants  set  forth in  Section  6.21 for the four  fiscal
         quarter period  reflected in the compliance  certificate  most recently
         delivered  to the  Administrative  Agent  pursuant to Section  6.1(iii)
         prior to the consummation of such Permitted  Acquisition (giving effect
         to such  Permitted  Acquisition  and all  Credit  Extensions  funded in
         connection therewith as if made on the first day of such period).

    (vii) Investments by the Borrower or any Guarantor in any Subsidiary that is
not a Guarantor,  Investments in joint  ventures,  Investments in franchisees of
the Borrower or any Subsidiary and other Investments in any other Persons, loans
or advances  made by the Borrower or any of its  Subsidiaries  to employees  and


                                       52
<PAGE>

officers of the  Borrower  or of any of the  Borrower's  Subsidiaries  or to any
other Persons, provided that all of the foregoing shall not exceed the amount of
$25,000,000 in the aggregate at any one time outstanding.

6.16.    Liens. The  Borrower  will not, nor will it permit any  Subsidiary  to,
create,  incur,  or suffer to  exist any Lien in, of or on the  Property of  the
Borrower or any of its Subsidiaries, except:

    (i) Liens for taxes,  assessments or  governmental  charges or levies on its
Property if the same shall not at the time be delinquent  or  thereafter  can be
paid without  penalty,  or are being  contested in good faith and by appropriate
proceedings  and for  which  adequate  reserves  in  accordance  with  Agreement
Accounting Principles shall have been set aside on its books.

    (ii) Liens imposed by law (and exactly  similar Liens imposed by contract in
the same jurisdiction where any such Lien is imposed by law), such as carriers',
warehousemen's,  landlords' and mechanics' liens and other similar liens arising
in the ordinary  course of business which secure payment of obligations not more
than  sixty  (60) days past due or which are being  contested  in good  faith by
appropriate  proceedings  and for which  adequate  reserves in  accordance  with
Agreement  Accounting  Principles shall have been set aside on its books.

    (iii)  Liens  arising  out  of  pledges  or  deposits  under  workers'
compensation laws,  unemployment  insurance,  old age pensions,  or other social
security or retirement benefits, or similar legislation.

    (iv) Utility easements, building restrictions and such other encumbrances or
charges against real property as are of a nature generally existing with respect
to properties of a similar character and which do not in any material way affect
the  marketability of the same or interfere with the use thereof in the business
of the Borrower or its Subsidiaries.

    (v) Liens arising out of deposits to secure the  performance of bids,  trade
contracts (other than for borrowed money), surety and appeal bonds,  performance
bonds and other similar obligations incurred in the ordinary course of business.

    (vi) Liens  existing on the date hereof and  described on Schedule  6.16 and
renewals  and  continuations  of such  Liens so long as the Liens so  renewed or
continued  are limited to the Property  which was subject to the Lien so renewed
or continued and do not exceed the principal amount of obligations so secured at
the time of such renewal or extension.

    (vii) Liens, if any, securing the Loans and other Obligations hereunder.

                                       53
<PAGE>

    (viii)  Other  Liens not  reflected  in  clauses  (i)-(vii)  above  securing
Indebtedness or other  obligations in the aggregate at any time not in excess of
an amount,  at any time the same is to be  determined,  equal to twenty  percent
(20%) of  Consolidated  Net  Worth  as  determined  at the end of the then  most
recently completed fiscal quarter of the Borrower.

6.17.    Transactions   with  Affiliates.  The  Borrower  will not, and will not
permit  any  Subsidiary  to,  enter  into any  transaction  (including,  without
limitation,  the purchase or sale of any Property or service)  with, or make any
payment or transfer to, any Affiliate except (i) transactions  with the Borrower
or any  Guarantor,  (ii)  transactions  in the  ordinary  course of business and
pursuant to the reasonable  requirements of the Borrower's or such  Subsidiary's
business and upon fair and reasonable terms no less favorable to the Borrower or
such  Subsidiary  than  the  Borrower  or  such  Subsidiary  would  obtain  in a
comparable  arm's-length  transaction  or (iii)  transactions  disclosed  in the
Borrower's  Form 10K for fiscal year 2000 and the proxy statement filed with the
Securities  and Exchange  Commission  for the annual  meeting of the  Borrower's
shareholders held on May 10, 2001.

6.18.    Financial  Contracts.  The Borrower shall not, and shall not permit any
of its consolidated  Subsidiaries to, enter into any Financial  Contract,  other
than  Financial  Contracts  pursuant to which the  Borrower  or such  Subsidiary
hedges its actual or anticipated  interest rate,  foreign  currency or commodity
exposure existing or anticipated at the time thereof.

6.19.    ERISA.  Except to the extent that such act or failure to act would not
result  singly,  or in the  aggregate,  after taking into account all other such
acts or  failures to act, in a  liability  which  might be  reasonably  expected
materially  to  adversely  affect the ability of the Borrower and the members of
the Controlled  Group,  taken as a whole, to carry on business  substantially as
now  being or  heretofore  conducted,  or to  materially  adversely  affect  the
financial  condition  of the Borrower  and the members of the  Controlled  Group
taken as a whole,  the Borrower  shall not (i) engage,  or permit any Controlled
Group member to engage, in any prohibited  transaction described in Sections 406
of ERISA or 4975 of the Code for which a  statutory  or class  exemption  is not
available  or a private  exemption  has not been  previously  obtained  from the
United States Department of Labor; (ii) permit to exist any accumulated  funding
deficiency  (as  defined in  Sections  302 of ERISA and 412 of the Code);  (iii)
fail,  or permit  any  member of the  Controlled  Group to fail,  to pay  timely
required  contributions  or annual  installments  due with respect to any waived
funding  deficiency  of any Plan;  (iv)  terminate,  or permit any member of the
Controlled  Group to terminate,  any Plan which would result in any liability of
the Borrower or any member of the Controlled  Group under Title IV of ERISA; (v)
fail,  or  permit  any  member  of the  Controlled  Group to  fail,  to make any
contribution  or payment to any  Multiemployer  Plan which the  Borrower  or any
member of the  Controlled  Group may be  required  to make  under any  agreement
relating to such Multiemployer Plan, or any law pertaining  thereto;  (vi) fail,
or  permit  any  member of the  Controlled  Group to fail,  to pay any  required


                                       54
<PAGE>

installment  or any other payment  required  under Section 412 of the Code on or
before the due date for such  installment or other payment;  or (vii) amend,  or
permit any  member of the  Controlled  Group to amend,  a Plan  resulting  in an
increase in current  liability  for the plan year such that the  Borrower or any
member of the  Controlled  Group is  required  to provide  security to such Plan
under Section 401(a)(29) of the Code.

6.20.    Environmental  Compliance.  The Borrower will not become, or permit any
Subsidiary  to  become,  subject  to any  liabilities  or costs  which  might be
reasonably  expected  materially to adversely affect the ability of the Borrower
and its  Subsidiaries,  taken as a whole, to carry on business  substantially as
now  being or  heretofore  conducted,  or to  materially  adversely  affect  the
financial  condition  of the  Borrower  and its  Subsidiaries  taken as a whole,
arising  out of or  related  to (i) the  release  or  threatened  release at any
location of any  contaminant  into the  environment,  or any remedial  action in
response  thereto or (ii) any violation of any  environmental,  health or safety
requirements of law (including, without limitation, any Environmental Laws).

6.21.    Financial Covenants.

6.21.1.  Maximum Leverage Ratio.  As of the last day of each fiscal quarter, the
Borrower shall not  permit the  ratio (the "Leverage Ratio") of (i) Consolidated
Funded  Indebtedness  to (ii) EBITDA of the Borrower and its Subsidiaries, as at
the end of and for the period of four consecutive fiscal quarters ending on such
day, to be greater than (i) 2.00 to 1.00.

6.21.2.  Minimum Fixed Charge  Coverage Ratio. As of the last day of each fiscal
quarter, the Borrower shall not permit the ratio of (i) EBITR to (ii) the sum of
(a) Consolidated  Interest Expense plus (b) Consolidated  Rentals,  in each case
for the period of four  consecutive  fiscal  quarters  ending on such day, to be
less than 4.00 to 1.00.

6.21.3.  Maximum Ratio of  Indebtedness  to Total  Capitalization.  The Borrower
shall not permit the ratio of (i) Consolidated Indebtedness to (ii) Consolidated
Total Capitalization at any time to be greater than 0.50 to 1.00.

                                  ARTICLE VII

                                    DEFAULTS

     The occurrence of any one or more of the following events shall  constitute
a Default:

7.1.     Breach of Representations or Warranties. Any representation or warranty
made or deemed made by or on behalf of the  Borrower or any of its  Subsidiaries
to the  Lenders,  any LC Issuer or the Agents under or in  connection  with this
Agreement,  any Credit Extension, or any certificate or information delivered in
connection  with this Agreement or any other Loan Document shall be false in any
material respect on the date as of which made.

7.2.     Failure to Make  Payments When Due.  Nonpayment of (i) principal of any
Loan when due,  (ii) any  Reimbursement  Obligation  within one (1) Business Day
after the same becomes  due, or (iii)  interest  upon any Loan or  Reimbursement
Obligation or any Commitment Fee, LC Fee or other  Obligations  under any of the


                                       55
<PAGE>

Loan Documents  within five (5) Business Days after such interest,  fee or other
Obligation becomes due.

7.3.     Breach of Covenants. (i) The breach by the Borrower of any of the terms
or provisions of Section 6.3 or Sections 6.10 through  6.21; or (ii) the  breach
by the Borrower of any of the other terms or  provisions of  Article VI which is
not remedied within five (5) Business Days after the occurrence thereof.

7.4.     Other  Breaches.  The breach by the Borrower (other than a breach which
constitutes a Default  under another  Section of this Article VII) of any of the
terms or  provisions of this  Agreement or any other Loan Document  which is not
remedied within thirty (30) days after the occurrence thereof.

                                       56
<PAGE>

7.5.     Default as to Other Indebtedness.

    (i) Failure of the Borrower or any of its  Subsidiaries  to pay when due any
Material Indebtedness; or

    (ii) Any Material  Indebtedness  of the Borrower or any of its  Subsidiaries
shall be declared to be due and payable or required to be prepaid or repurchased
(other  than by a  regularly  scheduled  payment)  prior to the stated  maturity
thereof; or

    (iii)The  Borrower  or any of its  Subsidiaries  shall fail to pay, or shall
admit in writing its  inability to pay, its debts  generally as they become due;
or

    (iv)  The  default  by  the  Borrower  or any  of  its  Subsidiaries  in the
performance (beyond the applicable grace period with respect thereto, if any) of
any  term,  provision  or  condition  contained  in  any  Material  Indebtedness
Agreement,  or any other  event shall occur or  condition  exist,  the effect of
which  default,  event or condition is to cause,  or to permit the  holder(s) of
such  Material  Indebtedness  or the lender(s)  under any Material  Indebtedness
Agreement to cause such Material  Indebtedness to become due prior to its stated
maturity or any commitment to lend under any Material Indebtedness  Agreement to
be terminated prior to its stated expiration date.

7.6.     Voluntary Bankruptcy; Appointment of Receiver; Etc. The Borrower or any
of its Subsidiaries shall (i) have an order for relief entered  with  respect to
it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an
assignment for the benefit of creditors,  (iii) apply for, seek,  consent to, or
acquiesce  in, the  appointment  of a receiver,  custodian,  trustee,  examiner,
liquidator  or  similar  official  for  it or  any  Substantial  Portion  of its
Property,  (iv) institute any  proceeding  seeking an order for relief under the
Federal  bankruptcy  laws as now or hereafter in effect or seeking to adjudicate
it a bankrupt or insolvent,  or seeking  dissolution,  winding up,  liquidation,
reorganization,  arrangement, adjustment or composition of it or its debts under
any law  relating  to  bankruptcy,  insolvency  or  reorganization  or relief of
debtors  or fail to file an  answer  or  other  pleading  denying  the  material
allegations of any such  proceeding  filed against it, (v) take any corporate or
partnership action to authorize or effect any of the foregoing actions set forth
in this  Section 7.6, or (vi) fail to contest in good faith any  appointment  or
proceeding described in Section 7.7.

7.7.     Involuntary  Bankruptcy;   Appointment  of Receiver;  Etc.  Without the
application,  approval or consent of the Borrower or any of its Subsidiaries,  a
receiver,  trustee, examiner,  liquidator or similar official shall be appointed
for the Borrower or any of its  Subsidiaries or any  Substantial  Portion of its
Property,  or a proceeding  described  in Section  7.6(iv)  shall be  instituted
against the Borrower or any of its Subsidiaries  and such appointment  continues
undischarged or such proceeding  continues  undismissed or unstayed for a period
of thirty (30) consecutive days.

7.8.     Custody or Control of Property.  Any court,  government or governmental
agency shall condemn, seize or otherwise appropriate, or take custody or control


                                       57
<PAGE>

of, all or any portion of the  Property  of the  Borrower  and its  Subsidiaries
which,  when taken  together  with all other  Property of the  Borrower  and its
Subsidiaries so condemned, seized, appropriated, or taken custody or control of,
during the  twelve-month  period  ending with the month in which any such action
occurs, constitutes a Substantial Portion.

7.9.      Judgments.  The Borrower or any of its Subsidiaries  shall fail within
thirty (30) days to pay,  bond or otherwise  discharge one or more (i) judgments
or orders for the payment of money (except to the extent  covered by independent
third-party  insurance as to which the insurer has not  disclaimed  coverage) in
excess of $20,000,000 (or the equivalent amount thereof in currencies other than
U.S. dollars) in the aggregate,  or (ii) nonmonetary  judgments or orders which,
individually  or in the  aggregate,  could  reasonably  be  expected  to  have a
Material Adverse Effect, which judgment(s),  in any such case, is/are not stayed
on appeal or otherwise being appropriately contested in good faith.

7.10.     Unfunded  Liabilities.  The sum of (a) the Unfunded Liabilities of all
Plans and (b) the present value of the aggregate unfunded liabilities to provide
the accrued benefits under all Foreign Pension Plans exceeds in the aggregate an
amount equal to the sum of (i) five percent (5%) of the value (as of any date of
determination) of all Plan assets allocable to Plan benefits guaranteed by ERISA
and (ii) five  percent (5%) of the fair market value of the assets held in trust
or other funding  vehicles for accrued benefits under all Foreign Pension Plans,
or any Reportable Event shall occur in connection with any Plan.

7.11.    Other  ERISA  Liabilities.  The   Borrower  or any other  member of the
Controlled Group has incurred  withdrawal  liability or become obligated to make
contributions to a Multiemployer  Plan in an amount which,  when aggregated with
all other amounts required to be paid to Multiemployer  Plans by the Borrower or
any other member of the Controlled Group, could reasonably be expected to have a
Material Adverse Effect.

7.12.    Environmental  Matters.  The  Borrower or any of its Subsidiaries shall
(i) be the subject of any proceeding or investigation  pertaining to the release
by the  Borrower,  any of its  Subsidiaries  or any other Person of any toxic or
hazardous  waste  or  substance  into  the  environment,  or  (ii)  violate  any
Environmental  Law,  which,  in the case of an event  described in clause (i) or
clause (ii), could reasonably be expected to have a Material Adverse Effect.

7.13.    Change in Control.  Any Change in Control shall occur.

7.14.    The Guaranty.  The Guaranty shall for any reason fail to remain in full
force or effect or any  action  shall be taken to  discontinue  or to assert the
invalidity or unenforceability  of the Guaranty,  or any Guarantor shall fail to
comply with any of the terms or provisions of Guaranty,  or any Guarantor  shall
deny that it has any further  liability  under the Guaranty or shall give notice
to such effect.

                                       58
<PAGE>

7.15.    The Loan  Documents.  Any Loan  Document shall for any  reason  fail to
remain in full force or effect or any action shall be taken to discontinue or to
assert the invalidity or unenforceability of any Loan Document.

                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

8.1.     Acceleration.  Facility LC Collateral Account.

    (i) If any Default  described  in Section 7.6 or 7.7 occurs with  respect to
the Borrower,  the  obligations  of the Lenders to make Loans  hereunder and the
obligation and power of the LC Issuers to issue Facility LCs shall automatically
terminate and the Obligations shall  immediately  become due and payable without
any election or action on the part of the Administrative Agent, any LC Issuer or
any  Lender,  and  the  Borrower  will  be and  become  thereby  unconditionally
obligated,   without  any  further  notice,   act  or  demand,  to  pay  to  the
Administrative Agent an amount in immediately available funds, which funds shall
be held in the Facility LC Collateral  Account,  equal to the  difference of (x)
the amount of LC Obligations at such time plus the aggregate  amount of all fees
and  expenses  that may accrue or arise until all  Facility  LCs have expired or
been  terminated,  less (y) the amount on deposit in the Facility LC  Collateral
Account  at such time  which is free and clear of all rights and claims of third
parties and has not been applied against the Obligations (such  difference,  the
"Collateral  Shortfall  Amount").  If any other  Default  occurs,  the  Required
Lenders (or the  Administrative  Agent with the consent of the Required Lenders)
may (a)  terminate  or  suspend  the  obligations  of the  Lenders to make Loans
hereunder and the  obligation and power of the LC Issuers to issue Facility LCs,
or declare  the  Obligations  to be due and  payable,  or both,  whereupon  such
obligations  and power shall  immediately  terminate or be suspended  and/or the
Obligations  shall  become  immediately  due and payable,  without  presentment,
demand,  protest  or  notice  of any  kind,  all of which  the  Borrower  hereby
expressly  waives,  and (b) upon notice to the  Borrower  and in addition to the
continuing  right to demand payment of all amounts payable under this Agreement,
make demand on the Borrower to pay, and the Borrower  will,  forthwith upon such
demand and without any further  notice or act, pay to the  Administrative  Agent
the Collateral  Shortfall Amount, which funds shall be deposited in the Facility
LC Collateral Account.

    (ii) If at any time while any  Default  is  continuing,  the  Administrative
Agent  determines that the Collateral  Shortfall  Amount at such time is greater
than zero, the Administrative  Agent may make demand on the Borrower to pay, and
the Borrower will,  forthwith upon such demand and without any further notice or
act, pay to the  Administrative  Agent the Collateral  Shortfall  Amount,  which
funds shall be deposited in the Facility LC Collateral Account.

    (iii)  The  Administrative  Agent  may at any  time  while  any  Default  is
continuing and funds are deposited in the Facility LC Collateral Account,  apply
such funds to the payment of the Obligations and any other amounts as shall from


                                       59
<PAGE>

time to time have become due and  payable by the  Borrower to the Lenders or the
LC Issuers under the Loan Documents.

    (iv) At any time while any Default is  continuing,  neither the Borrower nor
any Person claiming on behalf of or through the Borrower shall have any right to
withdraw any of the funds held in the Facility LC Collateral Account.  After all
of the  Obligations  have  been  indefeasibly  paid  in full  and the  Aggregate
Commitment  has  been  terminated,  any  funds  remaining  in  the  Facility  LC
Collateral Account shall be returned by the Administrative Agent to the Borrower
or paid to whomever may be legally entitled thereto at such time.

    (v) If,  within thirty (30) days after  acceleration  of the maturity of the
Obligations or  termination of the  obligations of the Lenders to make Loans and
the  obligation and power of the LC Issuers to issue Facility LCs hereunder as a
result of any Default (other than any Default as described in Section 7.6 or 7.7
with respect to the  Borrower) and before any judgment or decree for the payment
of the Obligations due shall have been obtained or entered, the Required Lenders
(in their sole discretion) shall so direct, the  Administrative  Agent shall, by
notice to the Borrower, rescind and annul such acceleration and/or termination.

8.2.     Amendments. Subject to the provisions of this Section 8.2, the Required
Lenders (or the Administrative Agent with the consent in writing of the Required
Lenders) and the Borrower may enter into agreements  supplemental hereto for the
purpose of adding or modifying any  provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrower  hereunder or thereunder
or waiving any Default hereunder or thereunder;  provided, however, that no such
supplemental  agreement  shall,  without  the  consent of each  Lender  affected
thereby:

    (i) Extend the final  maturity of any Loan, or extend the expiry date of any
Facility LC to a date after the Facility  Termination Date or forgive all or any
portion of the principal amount thereof or any Reimbursement  Obligation related
thereto,  or reduce the rate or extend the time of payment of  interest  or fees
thereon or Reimbursement Obligations related thereto (other than a waiver of the
application of the default rate of interest pursuant to Section 2.12 hereof).

    (ii) Change the percentage  specified in the definition of Required  Lenders
or any other percentage of Lenders specified to be the applicable  percentage in
this Agreement to act on specified matters or otherwise amend the definitions of
"Required Lenders" or "Pro Rata Share".

    (iii)  Extend the  Facility  Termination  Date,  or  increase  the amount or
otherwise  extend  the term of the  Commitment  of any Lender  hereunder  or the
commitment to issue Facility LCs.

    (iv)  Permit the  Borrower  to assign its rights or  obligations  under this
Agreement.

                                       60
<PAGE>

    (v) Other than  pursuant  to a  transaction  permitted  by the terms of this
Agreement,  release any guarantor of the Obligations or all or substantially all
of the collateral, if any, securing the Obligations.

    (vi) Amend this Section 8.2.

No amendment of any provision of this  Agreement  relating to any Agent shall be
effective  without  the  written  consent of such  Agent.  No  amendment  of any
provision of this Agreement relating to any LC Issuer shall be effective without
the written  consent of such LC Issuer.  No amendment  of any  provision of this
Agreement  relating  to the Swing Line  Lender or any Swing Line Loans  shall be
effective   without  the  written   consent  of  the  Swing  Line  Lender.   The
Administrative  Agent may waive payment of the fee required under Section 12.3.2
without obtaining the consent of any other party to this Agreement.

8.3.     Preservation  of  Rights.  No delay or omission of the Lenders,  the LC
Issuers or Agents to exercise  any right under the Loan  Documents  shall impair
such right or be  construed  to be a waiver of any  Default  or an  acquiescence
therein, and the making of a Credit Extension notwithstanding the existence of a
Default or  Unmatured  Default or the  inability  of the Borrower to satisfy the
conditions precedent to such Credit Extension shall not constitute any waiver or
acquiescence.  Any  single  or  partial  exercise  of any such  right  shall not
preclude other or further  exercise  thereof or the exercise of any other right,
and no  waiver,  amendment  or  other  variation  of the  terms,  conditions  or
provisions  of the Loan  Documents  whatsoever  shall be valid unless in writing
signed by, or by the  Administrative  Agent with the consent  of, the  requisite
number of Lenders required  pursuant to Section 8.2, and then only to the extent
in such  writing  specifically  set forth.  All  remedies  contained in the Loan
Documents or by law afforded  shall be cumulative  and all shall be available to
the Agents,  the LC Issuers and the Lenders  until all of the  Obligations  have
been paid in full.

                                   ARTICLE IX

                               GENERAL PROVISIONS

9.1.     Survival of  Representations.  All  representations  and  warranties of
the Borrower contained  in this Agreement shall survive the making of the Credit
Extensions herein contemplated.

9.2.     Governmental  Regulation. Anything contained in this  Agreement  to the
contrary  notwithstanding,  neither  any LC  Issuer  nor  any  Lender  shall  be
obligated to extend  credit to the Borrower in  violation of any  limitation  or
prohibition provided by any applicable statute or regulation.

                                       61
<PAGE>

9.3.     Headings. Section headings in the Loan Documents are for convenience of
reference only and shall not govern the  interpretation of any of the provisions
of the Loan Documents.

9.4.     Entire  Agreement.  The Loan Documents  embody the entire agreement and
understanding among the Borrower, the Agents, the LC Issuers and the Lenders and
supersede  all prior  agreements  and  understandings  among the  Borrower,  the
Agents,  the LC Issuers and the Lenders  relating to the subject  matter thereof
other than the fee letter described in Section 10.13.

9.5.     Several  Obligations;   Benefits  of  this  Agreement.  The  respective
obligations  of the  Lenders  hereunder  are several and not joint and no Lender
shall be the  partner  or agent of any other  (except to the extent to which the
Agents are authorized to act as such).  The failure of any Lender to perform any
of its obligations  hereunder shall not relieve any other Lender from any of its
obligations hereunder. This Agreement shall not be construed so as to confer any
right or benefit  upon any Person other than the parties to this  Agreement  and
their respective  successors and assigns,  provided,  however,  that the parties
hereto  expressly  agree  that the  Arranger  shall  enjoy the  benefits  of the
provisions of Sections 9.6, 9.10,  10.11,  and 10.13 and each Person entitled to
indemnification  under  Sections  2.21.9 and 9.6(ii) shall enjoy the benefits of
such provisions,  in each case to the extent  specifically set forth therein and
shall have the right to enforce such provisions on its own behalf and in its own
name to the same extent as if it were a party to this Agreement.

9.6.     Expenses; Indemnification.

    (i) The Borrower shall reimburse the  Administrative  Agent and the Arranger
for any reasonable costs, internal charges and out-of-pocket expenses (including
reasonable  attorneys'  and  paralegals'  fees,  time  charges  and  expenses of
attorneys  and  paralegals  for the  Administrative  Agent and  Arranger,  which
attorneys and  paralegals  may (if outside  counsel is not used) be employees of
the  Administrative  Agent or the  Arranger,  and expenses of and fees for other
advisors and professionals  engaged by the Administrative Agent or the Arranger)
paid or incurred by the Administrative  Agent or the Arranger in connection with
the investigation, preparation, negotiation, documentation, execution, delivery,
syndication,  distribution  (including,  without limitation,  via the internet),
review,  amendment,  modification,  administration  and  collection  of the Loan
Documents.  The Borrower also agrees to reimburse the Agents, the Arranger,  the
LC Issuers  and the  Lenders  for any  reasonable  costs,  internal  charges and
out-of-pocket  expenses (including  reasonable  attorneys' and paralegals' fees,
time  charges and  expenses of  attorneys  and  paralegals  for the Agents,  the
Arranger,  the LC Issuers and the Lenders,  which  attorneys and  paralegals (if
outside counsel is not used) may be employees of the Agents,  the Arranger,  the
LC Issuers or the Lenders) paid or incurred by the Agents, the Arranger,  any LC
Issuers or any Lender in connection  with the collection and  enforcement of the
Loan Documents.

                                       62
<PAGE>

    (ii) The  Borrower  hereby  further  agrees to  indemnify  the  Agents,  the
Arranger, the LC Issuers, each Lender, their respective affiliates,  and each of
their directors,  officers and employees  against all losses,  claims,  damages,
penalties,  judgments,  liabilities and expenses (including, without limitation,
all reasonable expenses of litigation or preparation therefor whether or not the
Agents, the Arranger,  the LC Issuers, any Lender or any affiliate of any of the
foregoing is a party  thereto,  and all reasonable  attorneys'  and  paralegals'
fees, time charges and expenses of attorneys and paralegals of the party seeking
indemnification,  which  attorneys and paralegals may (if outside counsel is not
used) be employees of such party seeking  indemnification) which any of them may
pay or incur  arising  out of or  relating  to this  Agreement,  the other  Loan
Documents,  the  transactions  contemplated  hereby or the  direct  or  indirect
application  or proposed  application  of the  proceeds of any Credit  Extension
hereunder,   except  to  the  extent  that  they  are  determined  in  a  final,
non-appealable  judgment by a court of competent  jurisdiction  to have resulted
from  the  gross   negligence  or  willful   misconduct  of  the  party  seeking
indemnification.  The  obligations  of the Borrower under this Section 9.6 shall
survive the termination of this Agreement.

9.7.     Numbers of Documents. All statements,  notices,  closing documents, and
requests  hereunder  shall  be  furnished  to  the  Administrative   Agent  with
sufficient counterparts so that the Administrative Agent may furnish one to each
of the Lenders, to the extent that the Administrative Agent deems necessary.

9.8.     Accounting.  Except as provided to the contrary herein,  all accounting
terms  used  herein  shall  be  interpreted  and all  accounting  determinations
hereunder shall be made in accordance with Agreement Accounting  Principles.  If
any changes in generally accepted  accounting  principles are hereafter required
or permitted and are adopted by the Borrower or any of its Subsidiaries with the
agreement  of its  independent  certified  public  accountants  and such changes
result  in a  change  in the  method  of  calculation  of  any of the  financial
covenants, tests, restrictions or standards herein or in the related definitions
or terms used therein ("Accounting  Changes"),  the parties hereto agree, at the
Borrower's request, to enter into negotiations, in good faith, in order to amend
such  provisions  in a credit  neutral  manner so as to reflect  equitably  such
changes with the desired  result that the criteria for evaluating the Borrower's
and its Subsidiaries'  financial  condition shall be the same after such changes
as if such changes had not been made; provided,  however,  until such provisions
are amended in a manner reasonably  satisfactory to the Administrative Agent and
the  Required  Lenders,  no  Accounting  Change  shall be given  effect  in such
calculations  and all financial  statements and reports required to be delivered
hereunder shall be prepared in accordance with Agreement  Accounting  Principles
without taking into account such Accounting Changes. In the event such amendment
is entered  into,  all  references  in this  Agreement to  Agreement  Accounting
Principles shall mean generally accepted accounting principles as of the date of
such amendment.

9.9.     Severability of Provisions.  Any provision in any Loan Document that is
held to be inoperative,  unenforceable, or invalid in any jurisdiction shall, as
to  that  jurisdiction,  be  inoperative,   unenforceable,  or  invalid  without


                                       63
<PAGE>

affecting  the  remaining  provisions  in that  jurisdiction  or the  operation,
enforceability,  or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable.

9.10.    Nonliability of Lenders.  The relationship  between the Borrower on the
one hand and the Lenders,  the LC Issuers and the Agents on the other hand shall
be solely that of borrower and lender. None of the Agents, the Arranger,  the LC
Issuers or any Lender shall have any fiduciary responsibilities to the Borrower.
None of the Agents,  the Arranger,  the LC Issuers or any Lender  undertakes any
responsibility to the Borrower to review or inform the Borrower of any matter in
connection with any phase of the Borrower's business or operations. The Borrower
agrees that none of the Agents, the Arranger, the LC Issuers or any Lender shall
have liability to the Borrower (whether sounding in tort, contract or otherwise)
for losses  suffered by the Borrower in connection  with,  arising out of, or in
any  way  related  to,  the  transactions   contemplated  and  the  relationship
established by the Loan  Documents,  or any act,  omission or event occurring in
connection  therewith,  unless  it  is  determined  in a  final,  non-appealable
judgment by a court of competent jurisdiction that such losses resulted from the
gross  negligence  or willful  misconduct  of the party from which  recovery  is
sought.  None of the Agents,  the  Arranger,  the LC Issuers or any Lender shall
have any liability with respect to, and the Borrower hereby waives, releases and
agrees not to sue for, any special, indirect,  consequential or punitive damages
suffered  by the  Borrower  in  connection  with,  arising out of, or in any way
related to the Loan Documents or the transactions contemplated thereby.

9.11.   Confidentiality. Each Lender agrees to hold any confidential information
which it may receive from the Borrower pursuant to this Agreement in confidence,
except for  disclosure  (i) to its  Affiliates  and to other  Lenders  and their
respective   Affiliates,   (ii)  to  legal  counsel,   accountants,   and  other
professional  advisors  to  such  Lender  or  to  a  Transferee  or  prospective
Transferee,  (iii) to  regulatory  officials,  (iv) to any  Person as  requested
pursuant to or as  required by law,  regulation,  or legal  process,  (v) to any
Person in connection with any legal  proceeding to which such Lender is a party,
(vi) to such  Lender's  direct or indirect  contractual  counterparties  in swap
agreements or to legal counsel,  accountants and other professional  advisors to
such counterparties, and (vii) permitted by Section 12.4.

9.12.    Lenders Not Utilizing  Plan Assets.  Each of the Lenders and LC Issuers
hereby represents to parties hereto that none of the  consideration  used by any
of the  Lenders,  any LC  Issuer  or  Designated  Lenders  to  make  its  Credit
Extensions  constitutes  for any  purpose of ERISA or  Section  4975 of the Code
assets of any "plan" as defined in Section  3(3) of ERISA or Section 4975 of the
Code and the  rights  and  interests  of each of the  Lenders,  LC  Issuers  and
Designated  Lenders in and under the Loan Documents  shall not  constitute  such
"plan assets" under ERISA.

9.13.    Nonreliance. Each Lender hereby represents that it is not relying on or
looking to any margin stock (as defined in  Regulation  U) as  collateral in the
extension or maintenance of the credit provided for herein.

                                       64
<PAGE>

9.14.    Disclosure.  The Borrower and each Lender hereby  acknowledge and agree
that Bank One and/or its respective  Affiliates and certain of the other Lenders
and/or their  respective  Affiliates from time to time may hold  investments in,
make  other  loans to or have  other  relationships  with the  Borrower  and its
Affiliates.

9.15.    Subordination of Intercompany  Indebtedness. The  Borrower  agrees that
any and all  claims of the Borrower against any Guarantor  with  respect  to any
"Intercompany  Indebtedness"  (as hereinafter  defined) shall be subordinate and
subject in right of payment to the prior  payment,  in full and in cash,  of all
obligations  of such  Guarantor  pursuant to the Guaranty.  Notwithstanding  any
right of the Borrower to ask, demand,  sue for, take or receive any payment from
any Guarantor, all rights, liens and security interests of the Borrower, whether
now or hereafter arising and howsoever existing,  in any assets of any Guarantor
(whether constituting part of any collateral given to any Agent or any Lender to
secure payment of all or any part of the obligations of such Guarantor  pursuant
to the Guaranty or otherwise) shall be and are subordinated to the rights of the
Agents,  the LC Issuers and the Lenders in those assets.  The Borrower shall not
have any right to  possession  of any such asset or to  foreclose  upon any such
asset,  whether by  judicial  action or  otherwise,  unless and until all of the
Obligations (other than contingent indemnity  obligations) shall have been fully
paid and satisfied (in cash) and all financing arrangements pursuant to any Loan
Document among the Borrower and the Agents,  the LC Issuers and the Lenders have
been  terminated.  If all or any part of the  assets  of any  Guarantor,  or the
proceeds thereof,  are subject to any  distribution,  division or application to
the  creditors  of any  Guarantor,  whether  partial or  complete,  voluntary or
involuntary,  and  whether by reason of  liquidation,  bankruptcy,  arrangement,
receivership,  assignment  for the benefit of  creditors  or any other action or
proceeding, or if the business of any Guarantor is dissolved or if substantially
all of the assets of any Guarantor are sold,  then,  and in any such event (such
events  being  herein  referred  to as an  "Insolvency  Event"),  any payment or
distribution  of any kind or  character,  either  in cash,  securities  or other
property,  which  shall be payable or  deliverable  upon or with  respect to any
indebtedness  of any  Guarantor  to the Borrower  ("Intercompany  Indebtedness")
shall be paid or delivered directly to the Administrative  Agent for application
on any of the Obligations,  due or to become due, until such Obligations  (other
than  contingent  indemnity  obligations)  shall  have first been fully paid and
satisfied (in cash). Should any payment, distribution, security or instrument or
proceeds  thereof  be  received  by the  Borrower  upon or with  respect  to the
Intercompany   Indebtedness   after  any  Insolvency  Event  and  prior  to  the
satisfaction  of  all  of  the  Obligations  (other  than  contingent  indemnity
obligations) and the termination of all financing  arrangements  pursuant to any
Loan Document among the Borrower and the Agents, the LC Issuers and the Lenders,
the  Borrower  shall  receive and hold the same in trust,  as  trustee,  for the
benefit  of the  Agents,  the LC Issuers  and the  Lenders  and shall  forthwith
deliver the same to the Administrative Agent, for the benefit of the Agents, the
LC Issuers and the  Lenders,  in  precisely  the form  received  (except for the
endorsement or assignment of the Borrower where  necessary),  for application to
any of the Obligations,  due or not due, and, until so delivered, the same shall
be held in trust by the Borrower as the  property of the Agents,  the LC Issuers
and  the  Lenders.  If the  Borrower  fails  to make  any  such  endorsement  or
assignment to the Administrative  Agent, the Administrative  Agent or any of its
officers or employees is  irrevocably  authorized to make the same. The Borrower
agrees  that  until  the  Obligations  (other  than  the  contingent   indemnity


                                       65
<PAGE>

obligations)  have been paid in full (in cash) and  satisfied  and all financing
arrangements  pursuant to any Loan  Document  among the Borrower and the Agents,
the LC Issuers and the  Lenders  have been  terminated,  the  Borrower  will not
assign or transfer to any Person (other than the Administrative Agent) any claim
the Borrower has or may have against any Guarantor.

                                   ARTICLE X

                                   THE AGENTS

10.1.    Appointment; Nature of Relationship. Bank One,NA is hereby appointed by
each of the Lenders as the  Administrative  Agent hereunder and under each other
Loan Document, and each of the Lenders irrevocably authorizes the Administrative
Agent to act as the  contractual  representative  of such Lender with the rights
and duties  expressly set forth herein and in the other Loan Documents.  Each of
SunTrust Bank and U.S. Bank National  Association is hereby appointed by each of
the Lenders as a Syndication Agent hereunder and under each other Loan Document,
and each of the Lenders irrevocably  authorizes each Syndication Agent to act as
the  contractual  representative  of such  Lender  with the  rights  and  duties
expressly  set forth  herein  and in the other Loan  Documents.  Each of Bank of
America, N.A. and Fleet National Bank is hereby appointed by each of the Lenders
as a Documentation Agent hereunder and under each other Loan Document,  and each
of the Lenders  irrevocably  authorizes each  Documentation  Agent to act as the
contractual  representatives of such Lender with the rights and duties expressly
set forth  herein and in the other Loan  Documents.  Each Agent agrees to act as
such contractual  representative  upon the express conditions  contained in this
Article X. Notwithstanding the use of the defined term  "Administrative  Agent",
"Syndication  Agent" or "Documentation  Agent",  it is expressly  understood and
agreed that no Agent shall have any fiduciary  responsibilities to any Lender by
reason of this  Agreement  or any other  Loan  Document  and that each  Agent is
merely acting as the contractual  representative  of the Lenders with only those
duties  as are  expressly  set  forth  in  this  Agreement  and the  other  Loan
Documents. In their capacities as the Lenders' contractual  representative,  the
Agents (i) do not hereby assume any fiduciary duties to any of the Lenders, (ii)
are  "representatives"  of the Lenders  within the meaning of the term  "secured
party" as defined in the Illinois  Uniform  Commercial Code and (iii) are acting
as independent contractors,  the rights and duties of which are limited to those
expressly set forth in this Agreement and the other Loan Documents.  Each of the
Lenders  hereby agrees to assert no claim against any Agent on any agency theory
or any other theory of  liability  for breach of  fiduciary  duty,  all of which
claims each Lender hereby waives.

10.2.    Powers.  Each Agent shall have and may  exercise  such powers under the
Loan Documents as are specifically  delegated to such Agent by the terms of each
thereof,  together, in the Administrative  Agent's case, with such powers as are
reasonably  incidental  thereto.  The Agents  shall  have no  implied  duties or
fiduciary  duties to the  Lenders or any  obligation  to the Lenders to take any
action thereunder, except any action specifically provided by the Loan Documents
to be taken by the applicable Agents.

                                       66
<PAGE>

10.3.    General Immunity. No Agent or any of its respective directors, officers
,agents or employees shall be liable to the Borrower,  the Lenders or any Lender
for any action taken or omitted to be taken by it or them hereunder or under any
other Loan Document or in connection  herewith or therewith except to the extent
such action or inaction is determined in a final,  non-appealable  judgment by a
court of  competent  jurisdiction  to have arisen from the gross  negligence  or
willful misconduct of such Person.

10.4.    No  Responsibility  for Loans,  Recitals,  etc.  No Agent or any of its
respective directors,  officers, agents or employees shall be responsible for or
have any duty to ascertain, inquire into, or verify (a) any statement,  warranty
or  representation  made in  connection  with any Loan Document or any borrowing
hereunder;  (b)  the  performance  or  observance  of any of  the  covenants  or
agreements  of  any  obligor  under  any  Loan  Document,   including,   without
limitation,  any agreement by an obligor to furnish information directly to each
Lender;  (c) the  satisfaction of any condition  specified in Article IV, except
receipt of items  required to be delivered  solely to the Agents or any of them;
(d) the existence or possible existence of any Default or Unmatured Default; (e)
the validity, enforceability,  effectiveness,  sufficiency or genuineness of any
Loan  Document  or any other  instrument  or  writing  furnished  in  connection
therewith; (f) the value, sufficiency,  creation,  perfection or priority of any
Lien in any collateral security;  or (g) the financial condition of the Borrower
or any guarantor of any of the  Obligations  or of any of the  Borrower's or any
such  guarantor's  respective  Subsidiaries.  The  Agents  shall have no duty to
disclose to the Lenders  information that is not required to be furnished by the
Borrower to any Agent at such time, but is voluntarily furnished by the Borrower
to  such  Agent  (either  in its  capacity  as an  Agent  or in  its  individual
capacity).

10.5.    Action on  Instructions  of  Lenders.  Each Agent shall in all cases be
fully protected in acting, or in refraining from acting, hereunder and under any
other Loan  Document  in  accordance  with  written  instructions  signed by the
Required Lenders (or all of the Lenders in the event that and to the extent that
this Agreement  expressly  requires such), and such  instructions and any action
taken or failure to act pursuant thereto shall be binding on all of the Lenders.
The Lenders  hereby  acknowledge  that the Agents shall be under no duty to take
any  discretionary  action  permitted to be taken by any of them pursuant to the
provisions  of this  Agreement or any other Loan  Document  unless they shall be
requested in writing to do so by the Required  Lenders (or all of the Lenders in
the event that and to the extent that this Agreement  expressly  requires such).
Each Agent  shall be fully  justified  in failing or refusing to take any action
hereunder and under any other Loan Document unless it shall first be indemnified
to its satisfaction by the Lenders pro rata against any and all liability,  cost
and expense that it may incur by reason of taking or continuing to take any such
action.

10.6.    Employment  of Agents and  Counsel.  Any Agent may  execute  any of its
respective  duties as an Agent hereunder and under any other Loan Document by or


                                       67
<PAGE>

through employees,  agents, and attorneys-in-fact and shall not be answerable to
the Lenders,  except as to money or securities  received by it or its authorized
agents,  for the default or misconduct  of any such agents or  attorneys-in-fact
selected by it with  reasonable  care. Each Agent shall be entitled to advice of
counsel  concerning  the  contractual  arrangement  between  such  Agent and the
Lenders and all matters  pertaining to such Agent's  duties  hereunder and under
any other Loan Document.

10.7.    Reliance  on Documents;  Counsel.  Each Agent shall be entitled to rely
upon any  Note,  notice,  consent,  certificate,  affidavit,  letter,  telegram,
statement, paper or document reasonably believed by it to be genuine and correct
and to have been signed or sent by the proper Person or Persons, and, in respect
to legal  matters,  upon the opinion of counsel  selected  by such Agent,  which
counsel may be employees of such Agent.

10.8.    Agents'  Reimbursement  and  Indemnification.   The  Lenders  agree  to
reimburse  and  indemnify  each Agent  ratably in proportion to the Lenders' Pro
Rata Shares (i) for any amounts not  reimbursed  by the  Borrower for which such
Agent is entitled to  reimbursement  by the Borrower  under the Loan  Documents,
(ii) for any other expenses incurred by such Agent on behalf of the Lenders,  in
connection  with  the  preparation,   execution,  delivery,  administration  and
enforcement of the Loan Documents  (including,  but not limited to, any expenses
incurred by such Agent in connection with any dispute between such Agent and any
Lender or between  two or more of the  Lenders)  and (iii) for any  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or disbursements of any kind and nature whatsoever which may be imposed
on, incurred by or asserted against such Agent in any way relating to or arising
out of the  Loan  Documents  or  any  other  document  delivered  in  connection
therewith  or  the  transactions   contemplated   thereby  (including,   without
limitation,  for any such amounts  incurred by or asserted against such Agent in
connection  with any dispute between such Agent and any Lender or between two or
more  of the  Lenders),  or the  enforcement  of any of the  terms  of the  Loan
Documents or of any such other  documents,  provided that (i) no Lender shall be
liable for any of the foregoing to the extent any of the foregoing is found in a
final,  non-appealable  judgment in a court of  competent  jurisdiction  to have
resulted from the gross negligence or willful  misconduct of such Agent and (ii)
any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding
the  provisions  of  this  Section  10.8,  be  paid by the  relevant  Lender  in
accordance  with the provisions  thereof.  The  obligations of the Lenders under
this Section 10.8 shall survive  payment of the  Obligations  and termination of
this Agreement.

10.9.    Notice of Default. No Agent shall be deemed to have knowledge or notice
of the  occurrence  of any Default or Unmatured  Default  hereunder  unless such
Agent has  received  written  notice from a Lender or LC Issuer or the  Borrower
referring to this  Agreement  describing  such Default or Unmatured  Default and
stating that such notice is a "notice of  default".  In the event that any Agent
receives  such a notice,  such Agent  shall give  prompt  notice  thereof to the
Lenders and the LC Issuers.

                                       68
<PAGE>

10.10.   Rights as a Lender.In the event any Agent is a Lender, such Agent shall
have the same rights and powers hereunder and under any other Loan Document with
respect  to its  Commitment  and its  Credit  Extensions  as any  Lender and may
exercise  the same as  though  it were not an Agent,  and the term  "Lender"  or
"Lenders"  shall,  at any time when any Agent is a Lender,  unless  the  context
otherwise indicates,  include such Agent in its individual capacity.  Each Agent
and its Affiliates may accept deposits from, lend money to, and generally engage
in any kind of trust,  debt, equity or other  transaction,  in addition to those
contemplated by this Agreement or any other Loan Document,  with the Borrower or
any of its  Subsidiaries  in  which  the  Borrower  or  such  Subsidiary  is not
restricted hereby from engaging with any other Person.

10.11.   Lender Credit   Decision.  Each   Lender  acknowledges   that  it  has,
independently  and without  reliance  upon any Agent,  the Arranger or any other
Lender and based on the financial  statements  prepared by the Borrower and such
other  documents  and  information  as it has deemed  appropriate,  made its own
credit  analysis  and decision to enter into this  Agreement  and the other Loan
Documents.  Each  Lender  also  acknowledges  that  it  will,  independently and
without  reliance upon any Agent,  the Arranger or any other Lender and based on
such  documents  and  information  as it shall  deem  appropriate  at the  time,
continue to make its own credit  decisions in taking or not taking  action under
this Agreement and the other Loan Documents.

10.12.   Successor  Agents. Any Agent may  resign at any time by giving  written
notice thereof to the Lenders and the Borrower, such resignation to be effective
upon the  appointment  of a successor  Agent or, if no successor  Agent has been
appointed,  forty-five  (45) days after the  retiring  Agent gives notice of its
intention to resign.  Any Agent may be removed at any time with or without cause
by written notice received by such Agent from the Required Lenders, such removal
to be effective on the date  specified  by the Required  Lenders.  Upon any such
resignation or removal, the Required Lenders shall have the right (with, so long
as no Default has occurred or is  continuing  at such time,  the approval of the
Borrower) to appoint,  on behalf of the  Borrower  and the Lenders,  a successor
Agent.  If no  successor  Agent  shall have been so  appointed  by the  Required
Lenders within thirty (30) days after the resigning Agent's giving notice of its
intention to resign,  then the  resigning  Agent may  appoint,  on behalf of the
Borrower  and the  Lenders,  a successor  Agent.  Notwithstanding  the  previous
sentence,  any Agent may at any time  without the consent of the Borrower or any
Lender,  appoint  any  of its  Affiliates  which  is a  commercial  bank  as its
successor  Agent  hereunder.  If an Agent has  resigned  or been  removed and no
successor  Agent has been  appointed,  the Lenders may perform all the duties of
such Agent  hereunder and the Borrower shall make all payments in respect of the
Obligations  to the  applicable  Lender  and for all other  purposes  shall deal
directly  with the Lenders.  No successor  Agent shall be deemed to be appointed
hereunder  until such  successor  Agent has accepted the  appointment.  Any such
successor Agent shall be a commercial bank having capital and retained  earnings
of at least  $100,000,000.  Upon the  acceptance of any  appointment as an Agent
hereunder by a successor Agent,  such successor Agent shall thereupon succeed to
and become  vested with all the  rights,  powers,  privileges  and duties of the
resigning or removed Agent. Upon the effectiveness of the resignation or removal
of an Agent,  the resigning or removed Agent shall be discharged from its duties
and obligations hereunder and under the Loan Documents.  After the effectiveness
of the  resignation  or removal of an Agent,  the  provisions  of this Article X


                                       69
<PAGE>

shall continue in effect for the benefit of such Agent in respect of any actions
taken or omitted to be taken by it while it was acting as an Agent hereunder and
under the other Loan  Documents.  In the event that there is a successor  to the
Administrative  Agent by merger, or the Administrative  Agent assigns its duties
and  obligations to an Affiliate  pursuant to this Section  10.12,  then (a) the
term "Prime Rate" as used in this Agreement shall mean the prime rate, base rate
or other analogous rate of the new  Administrative  Agent and (b) the references
to "Bank One" in the definitions of "Eurodollar  Base Rate" and "Prime Rate" and
in the last  sentence of Section  2.13 shall be deemed to be a reference to such
successor Administrative Agent in its individual capacity.

10.13.   Agent  and  Arranger  Fees.  The   Borrower   agrees  to   pay  to  the
Administrative Agent and the Arranger,  for their respective accounts,  the fees
agreed to by the Borrower, the Administrative Agent and the Arranger pursuant to
that certain letter  agreement dated August 29, 2001 or as otherwise agreed from
time to time.

10.14.   Delegation  to Affiliates.  The Borrower and the Lenders agree that any
Agent  may  delegate  any of  its  duties  under  this  Agreement  to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents
and employees)  which performs duties in connection with this Agreement shall be
entitled  to  the  same  benefits  of  the  indemnification,  waiver  and  other
protective  provisions to which the applicable  Agent is entitled under Articles
IX and X.

10.15.   Release of  Guarantors.  Upon  the  liquidation  or  dissolution of any
Guarantor,  or sale of the Capital Stock of any Guarantor, in each case which is
permitted  pursuant to the terms of any Loan Document or consented to in writing
by the Required Lenders or all of the Lenders, as applicable,  and upon at least
five  (5)  Business   Days'  prior  written   request  by  the   Borrower,   the
Administrative Agent shall (and is hereby irrevocably  authorized by the Lenders
to) execute  such  documents  as may be necessary to evidence the release of the
applicable Guarantor from its obligations under the Guaranty; provided, however,
that (i) the  Administrative  Agent  shall not be  required  to execute any such
document on terms which, in the Administrative Agent's opinion, would expose the
Administrative  Agent to  liability  or create  any  obligation  or  entail  any
consequence  other  than the  release  of such  Guarantor  without  recourse  or
warranty,  and (ii) such release  shall not in any manner  discharge,  affect or
impair the Obligations,  any other  Guarantor's  obligations under the Guaranty,
or, if applicable,  any obligations of the Borrower or any Subsidiary in respect
of the proceeds of any such sale retained by the Borrower or any Subsidiary.

                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS

11.1.    Setoff.  In addition to, and without  limitation  of, any rights of the
Lenders  under  applicable  law,  if the  Borrower  becomes  insolvent,  however


                                       70
<PAGE>

evidenced,  or any Default occurs,  any and all deposits  (including all account
balances,  whether  provisional  or  final  and  whether  or  not  collected  or
available) and any other Indebtedness at any time held or owing by any Lender or
any  Affiliate of any Lender to or for the credit or account of the Borrower may
be offset and  applied  toward  the  payment  of the  Obligations  owing to such
Lender, whether or not the Obligations, or any part thereof, shall then be due.

11.2.    Ratable Payments.  If any Lender,  whether by setoff or otherwise,  has
payment made to it upon its  Outstanding  Credit  Exposure  (other than payments
received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater  proportion than
that received by any other Lender, such Lender agrees,  promptly upon demand, to
purchase a participation  in the Aggregate  Outstanding  Credit Exposure held by
the other Lenders so that after such purchase each Lender will hold its Pro Rata
Share of the Aggregate  Outstanding Credit Exposure.  If any Lender,  whether in
connection with setoff or amounts which might be subject to setoff or otherwise,
receives  collateral or other  protection  for its  Obligations  or such amounts
which may be subject to setoff,  such Lender  agrees,  promptly upon demand,  to
take such action  necessary  such that all Lenders share in the benefits of such
collateral  ratably in  proportion  to their  respective  Pro Rata Shares of the
Aggregate  Outstanding Credit Exposure. In case any such payment is disturbed by
legal process, or otherwise, appropriate further adjustments shall be made.

                                  ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

12.1.    Successors and Assigns; Designated Lenders.

12.1.1.  Successors and Assigns.  The terms and provisions of the Loan Documents
shall be binding upon and inure to the benefit of the Borrower,  the Agents, the
LC Issuers and the Lenders and their respective  successors and assigns,  except
that (i) the  Borrower  shall  not  have  the  right to  assign  its  rights  or
obligations  under the Loan Documents without the consent of all of the Lenders,
and any such  assignment  in violation of this Section  12.1.1 shall be null and
void,  and (ii) any  assignment  by any Lender must be made in  compliance  with
Section 12.3. The parties to this Agreement acknowledge that clause (ii) of this
Section  12.1.1  relates  only to  absolute  assignments  and does not  prohibit
assignments creating security interests,  including, without limitation, (x) any
pledge or  assignment  by any Lender of all or any  portion of its rights  under
this  Agreement  and any Note to a Federal  Reserve Bank or (y) in the case of a
Lender which is a fund,  any pledge or  assignment  of all or any portion of its
rights  under  this  Agreement  and any Note to its  trustee  in  support of its
obligations to its trustee; provided, however, that no such pledge or assignment
creating a security  interest  shall  release  the  transferor  Lender  from its
obligations  hereunder  unless and until the parties  thereto have complied with
the  provisions of Section 12.3. The  Administrative  Agent may treat the Person
which  made any Loan or  which  holds  any  Note as the  owner  thereof  for all
purposes  hereof  unless and until  such  Person  complies  with  Section  12.3;
provided,  however,  that the  Administrative  Agent may in its discretion  (but
shall not be required  to) follow  instructions  from the Person  which made any
Loan or which holds any Note to direct payments relating to such Loan or Note to
another  Person.  Any  assignee  of the rights to any Loan or any Note agrees by
acceptance of such assignment to be bound by all the terms and provisions of the


                                       71
<PAGE>

Loan Documents.  Any request,  authority or consent of any Person,  which at the
time of making such request or giving such  authority or consent is the owner of
the  rights  to any Loan  (whether  or not a Note has been  issued  in  evidence
thereof),  shall be conclusive and binding on any subsequent  holder or assignee
of the rights to such Loan.

12.1.2.  Designated Lenders.

    (i) Subject to the terms and  conditions  set forth in this Section  12.1.2,
any Lender may from time to time elect to  designate  an  Eligible  Designee  to
provide  all or any  part of the  Revolving  Loans  to be  made  by such  Lender
pursuant  to this  Agreement;  provided  that  the  designation  of an  Eligible
Designee by any Lender for purposes of this  Section  12.1.2 shall be subject to
the  approval  of  the   Administrative   Agent  (which  consent  shall  not  be
unreasonably  withheld or  delayed).  Upon the  execution by the parties to each
such designation of an agreement in the form of Exhibit G hereto (a "Designation
Agreement") and the acceptance thereof by the Administrative Agent, the Eligible
Designee shall become a Designated  Lender for purposes of this  Agreement.  The
Designating  Lender  shall  thereafter  have the right to permit the  Designated
Lender to  provide  all or a portion  of the  Revolving  Loans to be made by the
Designating Lender pursuant to the terms of this Agreement and the making of the
Revolving  Loans  or  portion  thereof  shall  satisfy  the  obligations  of the
Designating  Lender to the same extent,  and as if, such Revolving Loan was made
by the Designating  Lender. As to any Revolving Loan made by it, each Designated
Lender shall have all the rights which a Lender making such Revolving Loan would
have under this  Agreement and otherwise;  provided,  (x) that all voting rights
under this Agreement shall be exercised  solely by the Designating  Lender,  (y)
each  Designating  Lender shall remain solely  responsible  to the other parties
hereto for its obligations under this Agreement,  including the obligations of a
Lender in respect of Revolving  Loans made by its  Designated  Lender and (z) no
Designating  Lender shall be entitled to reimbursement  under Article III hereof
for any amount which would exceed the amount that would have been payable by the
Borrower to the Designating Lender from which the Designated Lender obtained any
interests  hereunder.  No  additional  Notes shall be required  with  respect to
Revolving  Loans  provided by a Designated  Lender;  provided,  however,  to the
extent any Designated  Lender shall advance funds, the Designating  Lender shall
be deemed to hold the Notes in its  possession  as an agent for such  Designated
Lender to the extent of the  Revolving  Loan funded by such  Designated  Lender.
Such  Designating  Lender shall act as  administrative  agent for its Designated
Lender and give and receive notices and communications  hereunder.  Any payments
for the account of any Designated Lender shall be paid to its Designating Lender
as administrative  agent for such Designated Lender and neither the Borrower nor
the  Administrative  Agent shall be  responsible  for any  Designating  Lender's
application of such payments.  In addition,  any Designated  Lender may (1) with
notice to, but without the consent of the Borrower or the Administrative  Agent,
assign  all  or  portions  of  its  interests  in  any  Revolving  Loans  to its
Designating  Lender  or  to  any  financial  institution  consented  to  by  the
Administrative  Agent providing liquidity and/or credit facilities to or for the
account of such  Designated  Lender and (2) subject to advising  any such Person


                                       72
<PAGE>

that such  information is to be treated as  confidential in accordance with such
Person's  customary   practices  for  dealing  with   confidential,   non-public
information,  disclose  on  a  confidential  basis  any  non-public  information
relating to its Revolving Loans to any rating agency, commercial paper dealer or
provider of any  guarantee,  surety or credit or liquidity  enhancement  to such
Designated Lender.

    (ii) Each party to this Agreement  hereby agrees that it shall not institute
against, or join any other Person in instituting  against, any Designated Lender
any   bankruptcy,   reorganization,   arrangement,   insolvency  or  liquidation
proceeding or other proceedings under any federal or state bankruptcy or similar
law for one year and a day after the payment in full of all  outstanding  senior
indebtedness of any Designated Lender;  provided that the Designating Lender for
each Designated  Lender hereby agrees to indemnify,  save and hold harmless each
other party  hereto for any loss,  cost,  damage and expense  arising out of its
inability to institute any such proceeding against such Designated Lender.  This
Section 12.1.2 shall survive the termination of this Agreement.

12.2.    Participations.

12.2.1.  Permitted Participants;  Effect. Any Lender may, in the ordinary course
of its business and in accordance  with  applicable law, at any time sell to one
or more banks or other entities ("Participants")  participating interests in any
Outstanding  Credit Exposure of such Lender,  any Note held by such Lender,  any
Commitment  of such Lender or any other  interest of such Lender  under the Loan
Documents.  In the event of any such sale by a Lender of participating interests
to a  Participant,  such Lender's  obligations  under the Loan  Documents  shall
remain  unchanged,  such Lender shall  remain  solely  responsible  to the other
parties hereto for the performance of such obligations, such Lender shall remain
the owner of its  Outstanding  Credit Exposure and the holder of any Note issued
to it in evidence thereof for all purposes under the Loan Documents, all amounts
payable by the Borrower  under this  Agreement  shall be  determined  as if such
Lender  had not sold such  participating  interests,  and the  Borrower  and the
Administrative Agent shall continue to deal solely and directly with such Lender
in  connection  with  such  Lender's  rights  and  obligations  under  the  Loan
Documents.

12.2.2.  Voting  Rights.  Each  Lender  shall  retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of
any provision of the Loan Documents  other than any amendment,  modification  or
waiver  with  respect  to any  Credit  Extension  or  Commitment  in which  such
Participant  has an interest which (i) extends the final maturity of any Loan or
any  Facility  LC beyond the  Facility  Termination  Date or  forgives  all or a
portion of the principal amount thereof or interest or fees thereon,  or reduces
the rate or extends  the time of payment of  interest  or fees on any such Loan,
any  Reimbursement  Obligation  or the related  Commitment  or (ii)  extends the
Facility  Termination  Date, or (iii) releases any guarantor of the  Obligations
(except as permitted hereby) or all or substantially  all of the collateral,  if
any, securing the Obligations.

                                       73
<PAGE>

12.2.3.  Benefit of Certain Provisions.The Borrower agrees that each Participant
shall be deemed to have the right of setoff  provided in Section 11.1 in respect
of its  participating  interest in amounts owing under the Loan Documents to the
same extent as if the amount of its  participating  interest were owing directly
to it as a Lender  under the Loan  Documents,  provided  that each Lender  shall
retain the right of setoff  provided in Section  11.1 with respect to the amount
of participating interests sold to each Participant.  The Lenders agree to share
with each Participant,  and each Participant,  by exercising the right of setoff
provided in Section 11.1, agrees to share with each Lender,  any amount received
pursuant to the  exercise of its right of setoff,  such  amounts to be shared in
accordance with Section 11.2 as if each Participant were a Lender.  The Borrower
further  agrees  that each  Participant  shall be  entitled  to the  benefits of
Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and had
acquired its interest by assignment  pursuant to Section 12.3, provided that (i)
a Participant shall not be entitled to receive any greater payment under Section
3.1,  3.2 or 3.5 than the Lender  who sold the  participating  interest  to such
Participant  would have  received  had it  retained  such  interest  for its own
account,  unless the sale of such interest to such  Participant is made with the
prior written consent of the Borrower,  and (ii) any Participant organized under
the laws of any  jurisdiction  other  than the  United  States of America or any
state  thereof  agrees to comply with the  provisions of Section 3.5 to the same
extent as if it were a Lender.

12.3.    Assignments.

12.3.1.  Permitted  Assignments.  Any Lender may, in the ordinary  course of its
business and in  accordance  with  applicable  law, at any time assign to one or
more banks or other  entities  ("Purchasers")  all or any part of its rights and
obligations  under the Loan  Documents.  Such  assignment  shall evidenced by an
agreement be substantially in the form of Exhibit C or in such other form as may
be agreed  to by the  parties  thereto  (each  such  agreement,  an  "Assignment
Agreement").  The consent of the Borrower, the LC Issuers and the Administrative
Agent shall be required prior to an Assignment Agreement becoming effective with
respect  to a  Purchaser  which  is not a  Lender,  an  Affiliate  thereof  or a
Designated  Lender;  provided,  however,  that if a Default has  occurred and is
continuing,  the consent of the  Borrower  shall not be  required.  Such consent
shall not be unreasonably withheld or delayed. Each such assignment with respect
to a  Purchaser  which is not a Lender,  an  Affiliate  thereof or a  Designated
Lender shall (unless each of the Borrower and the Administrative Agent otherwise
consents)  be in an  amount  not less  than the  lesser  of (i)  $5,000,000  and
integral  multiples of $1,000,000 in excess thereof or (ii) the remaining amount
of the  assigning  Lender's  Commitment  (calculated  as at  the  date  of  such
assignment),  or, if the Facility  Termination Date has occurred,  the remaining
amount of the assigning Lender's Outstanding Credit Exposure.

12.3.2.  Effect; Effective Date. Upon (i)delivery to the Administrative Agent of
an Assignment Agreement,  together with any consents required by Section 12.3.1,
and (ii) payment of a $3,000 fee to the Administrative Agent for processing such
assignment  (unless  such  fee is  waived  by the  Administrative  Agent),  such
assignment  shall  become  effective  on the  effective  date  specified in such
assignment.  The  Assignment  Agreement  shall contain a  representation  by the
Purchaser to the effect that none of the consideration used to make the purchase
of  the  Commitment  and  Outstanding   Credit  Exposure  under  the  applicable
Assignment  Agreement  constitutes "plan assets" as defined under ERISA and that
the rights and interests of the Purchaser in and under the Loan  Documents  will
not be "plan  assets"  under  ERISA.  On and  after the  effective  date of such
assignment,  such  Purchaser  shall for all  purposes be a Lender  party to this
Agreement  and any other Loan  Document  executed by or on behalf of the Lenders
and  shall  have all the  rights  and  obligations  of a Lender  under  the Loan
Documents,  to the same extent as if it were an original  party  hereto,  and no
further  consent or action by the  Borrower,  the Lenders or the  Administrative
Agent shall be required to release  the  transferor  Lender with  respect to the
percentage of the Aggregate  Commitment and Outstanding Credit Exposure assigned
to such  Purchaser.  Upon the  consummation  of any  assignment  to a  Purchaser


                                       74
<PAGE>

pursuant to this Section 12.3.2, the transferor Lender, the Administrative Agent
and the Borrower shall, if the transferor  Lender or the Purchaser  desires that
its Loans be evidenced by Notes, make appropriate arrangements so that new Notes
or, as appropriate,  replacement  Notes are issued to such transferor Lender and
new Notes or, as appropriate,  replacement  Notes, are issued to such Purchaser,
in each case in principal amounts  reflecting their respective  Commitments (or,
if the Facility  Termination  Date has occurred,  their  respective  Outstanding
Credit Exposure, as adjusted pursuant to such assignment.

12.3.3.  The  Register.   Notwithstanding  anything  to  the  contrary  in  this
Agreement,  the Borrower hereby  designates the  Administrative  Agent,  and the
Administrative  Agent,  hereby  accepts  such  designation,   to  serve  as  the
Borrower's  contractual  representative  solely  for  purposes  of this  Section
12.3.3.  In this  connection,  the  Administrative  Agent shall  maintain at its
address  referred  to in  Section  13.1  a copy  of  each  Assignment  Agreement
delivered to and  accepted by it pursuant to this Section  12.3.3 and a register
(the  "Register")  for the recordation of the names and addresses of the Lenders
and the Commitment of,  principal  amount of and interest on the Revolving Loans
owing to, each  Lender from time to time and whether  such Lender is an original
Lender or the assignee of another  Lender  pursuant to an assignment  under this
Section 12.3.  The entries in the Register  shall be conclusive  and binding for
all  purposes,  absent  manifest  error,  and  the  Borrower  and  each  of  its
Subsidiaries,  the Agents,  the LC Issuers and the Lenders may treat each Person
whose name is recorded in the Register as a Lender hereunder for all purposes of
this  Agreement.  The Register shall be available for inspection by the Borrower
or any Lender at any reasonable time and from time to time upon reasonable prior
notice.

12.4.    Dissemination of  Information.  The Borrower  authorizes each Lender to
disclose to any  Participant  or  Purchaser  or any other  Person  acquiring  an
interest in the Loan Documents by operation of law (each a "Transferee") and any
prospective  Transferee  any and all  information  in such  Lender's  possession
concerning the creditworthiness of the Borrower and its Subsidiaries,  including
without limitation any information contained in any reports or other information
delivered by the Borrower pursuant to Section 6.1; provided that each Transferee
and prospective Transferee agrees to be bound by Section 9.11 of this Agreement.

                                       75
<PAGE>

12.5.    Tax  Treatment.  If any interest in any Loan Document is transferred to
any Transferee which is organized under the laws of any jurisdiction  other than
the United States or any State thereof,  the transferor  Lender shall cause such
Transferee, concurrently with the effectiveness of such transfer, to comply with
the provisions of Section 3.5(iv).

                                  ARTICLE XIII

                                     NOTICES

13.1.    Notices.  Except as otherwise permitted by Section 2.14 with respect to
borrowing notices,  all notices,  requests and other communications to any party
hereunder  shall be in writing  (including  electronic  transmission,  facsimile
transmission  or similar  writing) and shall be given to such party:  (x) in the
case of the  Borrower,  the Agents and any Lender party hereto as of the Closing
Date, at its respective  address or facsimile  number set forth on the signature
pages hereof or (y) in the case of any party, at such other address or facsimile
number as such  party may  hereafter  specify  for the  purpose by notice to the
Administrative  Agent and the Borrower in accordance with the provisions of this
Section  13.1.  Each  such  notice,  request  or  other  communication  shall be
effective  (i) if given  by  facsimile  transmission,  when  transmitted  to the
facsimile  number  specified  in this  Section  and  confirmation  of receipt is
received,  (ii) if given by mail, 72 hours after such communication is deposited
in the mails with first class postage prepaid,  addressed as aforesaid, or (iii)
if given by any other  means,  when  delivered  (or,  in the case of  electronic
transmission,  received) at the address specified in this Section; provided that
notices to the  Administrative  Agent  under  Article II shall not be  effective
until received.

13.2.    Change of Address. The Borrower and the  Administrative  Agent may each
change the  address  for service of notice upon it by a notice in writing to the
other  parties  hereto.  Any Lender may change its address for service of notice
upon it by a notice in writing to the Borrower and the Administrative Agent.

                                  ARTICLE XIV

                                  COUNTERPARTS

     This Agreement may be executed in any  number of counterparts, all of which
taken together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart.  This Agreement shall be
effective when it has been executed by the Borrower,  the Agents, the LC Issuers
and the Lenders and each party has notified the Agents by facsimile transmission
or telephone that it has taken such action.

                                       76
<PAGE>

                                   ARTICLE XV

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

15.1.    CHOICE OF  LAW.  THE  LOAN  DOCUMENTS  (OTHER THAN  THOSE  CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE  WITH
THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS 105/5-1 ET SEQ.,  BUT
OTHERWISE  WITHOUT  REGARD TO THE CONFLICT OF LAWS  PROVISIONS)  OF THE STATE OF
ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

15.2.    CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE  JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT
SITTING IN  CHICAGO,  ILLINOIS  IN ANY ACTION OR  PROCEEDING  ARISING  OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY  IRREVOCABLY  AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING  MAY BE HEARD AND  DETERMINED
IN ANY SUCH COURT AND  IRREVOCABLY  WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT,  ACTION OR  PROCEEDING  BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN  INCONVENIENT  FORUM.  NOTHING HEREIN SHALL LIMIT
THE  RIGHT OF THE  AGENTS,  ANY LC ISSUER  OR ANY  LENDER  TO BRING  PROCEEDINGS
AGAINST  THE  BORROWER  IN THE COURTS OF ANY OTHER  JURISDICTION.  ANY  JUDICIAL
PROCEEDING  BY THE BORROWER  AGAINST THE AGENTS,  ANY LC ISSUER OR ANY LENDER OR
ANY AFFILIATE OF THE AGENTS, ANY LC ISSUER OR ANY LENDER INVOLVING,  DIRECTLY OR
INDIRECTLY,  ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
ANY LOAN DOCUMENT  SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO,  ILLINOIS OR THE
CITY IN WHICH THE PRINCIPAL  OFFICE OF SUCH AGENT,  LENDER OR AFFILIATE,  AS THE
CASE MAY BE, IS LOCATED.

15.3.    WAIVER OF JURY TRIAL. THE BORROWER, THE AGENTS, EACH LC ISSUER AND EACH
LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY
OR INDIRECTLY,  ANY MATTER (WHETHER SOUNDING IN TORT,  CONTRACT OR OTHERWISE) IN
ANY WAY ARISING OUT OF,  RELATED TO, OR CONNECTED  WITH ANY LOAN DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.

                            [Signature Pages Follow]



                                       77
<PAGE>

                                 AMENDMENT NO. 1

                                       TO

                        3-YEAR REVOLVING CREDIT AGREEMENT

                          Dated as of December 26, 2003

         THIS AMENDMENT NO. 1 TO 3-YEAR REVOLVING CREDIT AGREEMENT ("Amendment")
is made as of the  "Amendment  Effective  Date" (as defined  below) by and among
APPLEBEE'S  INTERNATIONAL,  INC. (the  "Borrower"),  the financial  institutions
listed on the signature pages hereof as lenders (the  "Lenders"),  BANK ONE, NA,
individually as a Lender, as LC Issuer,  Swing Line Lender and as administrative
agent (the  "Administrative  Agent") for the Lenders  under that certain  3-Year
Revolving  Credit  Agreement  dated as of  November  5,  2001 by and  among  the
Borrower,  the Lenders and the  Administrative  Agent (the "Credit  Agreement").
Defined  terms  used  herein and not  otherwise  defined  herein  shall have the
meaning given to them in the Credit Agreement.

WITNESSETH

         WHEREAS,  the Borrower,  the Lenders and the  Administrative  Agent are
parties to the Credit Agreement;

         WHEREAS,  the  Borrower  has  requested  an  extension  of the Facility
Termination Date and certain other amendments set forth herein; and

         WHEREAS,  the Lenders  party  hereto and the  Administrative  Agent are
willing to agree to such extension  request and amend the Credit  Agreement,  in
each case on the terms and conditions set forth herein;

         NOW,  THEREFORE,  in consideration of the premises set forth above, the
terms  and   conditions   contained   herein,   and  other  good  and   valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrower,  the Lenders party hereto and the Administrative  Agent have agreed to
the following.

    1.  Amendments  to Credit  Agreement.  Subject  to the  satisfaction  of the
conditions  precedent  set forth in  Section 2 below,  the Credit  Agreement  is
hereby amended as follows:

         1.1  The  definitions  of  Cash  Equivalent   Investments,   Contingent
Obligation  and Facility  Termination  Date appearing in Article I of the Credit
Agreement  are  hereby  deleted  in  their   entireties  and  the  following  is
substituted therefor, respectively:

                                       1
<PAGE>


              "Cash  Equivalent  Investments"  means,  as  to  any  Person,  (i)
         securities  issued or directly and fully  guaranteed  or insured by the
         United States or any agency or  instrumentality  thereof (provided that
         the full faith and  credit of the  United  States is pledged in support
         thereof)  having  maturities of not more than one year from the date of
         acquisition,  (ii) time  deposits  and  certificates  of deposit of any
         investment  grade  commercial  bank having,  or which is the  principal
         banking   subsidiary  of  an  investment  grade  bank  holding  company
         organized under the laws of the United States,  any State thereof,  the
         District  of  Columbia  or any  foreign  jurisdiction  having  capital,
         surplus and undivided  profits  aggregating in excess of  $500,000,000,
         with  maturities of not more than one year from the date of acquisition
         by such Person,  (iii)  repurchase  obligations with a term of not more
         than ninety (90) days for underlying  securities of the types described
         in  clause  (i)  above   entered   into  with  any  bank   meeting  the
         qualifications  specified  in clause  (ii)  above,  provided  that such
         repurchase  obligations  are  secured  by  a  first  priority  security
         interest  in such  underlying  securities  which  have,  on the date of
         purchase thereof, a fair market value of at least 100% of the amount of
         the repurchase obligations,  (iv) commercial paper issued by any Person
         incorporated  in the United  States rated at least A-1 by S&P or P-1 by
         Moody's and in each case maturing not more than 270 days after the date
         of acquisition  by such  Person,(v)  municipal or preferred  short term
         auction rate  securities  that are rated at least A by S&P,  Moody's or
         Fitch  Ratings  and in each case with an interest  rate re-set  auction
         date of not more than 270 days  after the date of  acquisition  by such
         Person (vi) investments in money market funds  substantially all of the
         assets of which are comprised of  securities of the types  described in
         clauses  (i)  through  (v) above,  and (vii)  demand  deposit  accounts
         maintained in the ordinary course of business.

              "Contingent   Obligation"   of  a  Person  means  any   agreement,
         undertaking or arrangement  by which such Person  assumes,  guarantees,
         endorses,  contingently  agrees to  purchase  or provide  funds for the
         payment of, or otherwise  becomes or is  contingently  liable upon, the
         obligation or liability of any other Person,  or agrees to maintain the
         net worth or working capital or other financial  condition of any other
         Person,  or otherwise assures any creditor of such other Person against
         loss,  including,  without  limitation,  any comfort letter,  operating
         agreement,  take-or-pay  contract or the obligations of any such Person
         as general partner of a partnership  with respect to the liabilities of
         the  partnership.  When  measuring  "Contingent  Obligations"  for  any
         purpose other than  determining  compliance  with Section  6.21.1,  the
         amount  of any  Contingent  Obligation  will be the fair  market  value
         thereof  as  determined  in  accordance  with,  and  as  permitted  by,
         Agreement  Accounting  Principles,  as so  reported  in the  Borrower's
         annual and  quarterly  financial  statements  required to be  delivered
         under  Section  6.1.  When  measuring  Contingent  Obligations  for the
         purpose of determining  compliance with Section 6.21.1, the full amount
         (and not just the fair market value) shall be measured.

                                       2
<PAGE>


              "Facility  Termination  Date" means the earlier of (a) November 5,
         2005  and (b)  the  date  of  termination  in  whole  of the  Aggregate
         Commitment pursuant to Section 2.6.2 hereof or the Commitments pursuant
         to Section 8.1 hereof.

         1.2 The Pricing Schedule is hereby amended and restated in its entirety
to read as set forth on Annex I attached hereto.

         1.3  Schedule I and  Schedule  II to Exhibit B are hereby  amended  and
restated in their entireties to read as set forth on Annex II attached hereto.

    2.   Conditions of Effectiveness. This Amendment shall  become effective and
be deemed effective, if, and only if, and shall be effective as of date upon
which, the  Administrative Agent shall have received each of the following (such
date, herein the "Amendment Effective Date"):

         (a) duly executed  signature  pages to this Amendment from the Borrower
    and each of the Lenders;

         (b) an  amendment  fee,  for the benefit of each Lender  executing  and
    delivering  its  signature  page  hereto by such time as is  required by the
    Administrative  Agent,  but in no event  sooner than the  completion  of all
    other conditions precedent to this Amendment's being effective, in an amount
    equal to 0.05% on the sum of such Lender's Commitment;

         (c) a  reaffirmation  from each of the Guarantors,  such  reaffirmation
    being attached hereto and made a part hereof; and

         (d)  such  other   documents,   instruments   and   agreements  as  the
    Administrative Agent may reasonably request, including without limitation an
    opinion of the Borrower's counsel in form and substance  satisfactory to the
    Administrative Agent and its counsel.

    3.   Representations  and  Warranties  of the Borrower. The Borrower  hereby
represents and warrants as follows:

         (a) This Amendment and the Credit Agreement as previously  executed and
    as amended hereby,  constitute legal,  valid and binding  obligations of the
    Borrower and are  enforceable  against the Borrower in accordance with their
    terms.

         (b) Upon the  effectiveness  of this  Amendment,  the  Borrower  hereby
    reaffirms all covenants,  representations  and warranties  made by it in the
    Credit  Agreement and other Loan  Documents,  to the extent the same are not
    amended  hereby,  and agrees that all such  covenants,  representations  and
    warranties  shall be deemed to have been remade as of the effective  date of
    this Amendment.

         (c) No Default or  Unmatured  Default has  occurred  and is  continuing
    under the Credit Agreement.

                                       3
<PAGE>


    4. Reference to the Effect on the Credit Agreement.

         (a) Upon the  effectiveness of Section 1 hereof,  on and after the date
    hereof,  each  reference  in  the  Credit  Agreement  to  "this  Agreement,"
    "hereunder,"  "hereof," "herein" or words of like import shall mean and be a
    reference to the Credit Agreement, as amended hereby.

         (b) Except as previously amended and as specifically amended and waived
    above,  the  Credit  Agreement  and all  other  documents,  instruments  and
    agreements executed and/or delivered in connection therewith shall remain in
    full force and effect, and are hereby ratified and confirmed.

         (c) The execution,  delivery and  effectiveness of this Amendment shall
    not operate as a waiver of any right,  power or remedy of the Administrative
    Agent or any of the Lenders, nor constitute a waiver of any provision of the
    Credit Agreement or any other documents, instruments and agreements executed
    and/or delivered in connection therewith.

    5.  Governing  Law.  This  Amendment  shall be governed by and  construed in
accordance with the internal laws (as opposed to the conflict of law provisions)
of the State of Illinois.

    6.  Headings.  Section  headings in this  Amendment are included  herein for
convenience  of reference only and shall not constitute a part of this Amendment
for any other purpose.

    7.  Counterparts.  This  Amendment  may be  executed  by one or  more of the
parties to the Amendment on any number of separate  counterparts and all of said
counterparts  taken  together  shall be  deemed to  constitute  one and the same
instrument.  A facsimile signature page hereto sent to the Administrative  Agent
or the  Administrative  Agent's  counsel  shall be  effective  as a  counterpart
signature  provided each party executing such a facsimile  counterpart agrees to
deliver originals to the Administrative Agent thereof.

                            [Signature Pages Follow]

                                       4
<PAGE>

         IN WITNESS  WHEREOF,  this Amendment No. 1 has been duly executed as of
the day and year first above written.

                                       APPLEBEE'S INTERNATIONAL, INC.
                                       as Borrower

                                       By:______________________________________
                                            Name:
                                            Title:

                                       BANK ONE, NA, individually as
                                       a Lender, as LC Issuer, Swing
                                       Line Lender and as Administrative Agent

                                       By:______________________________________
                                            Name:
                                            Title:

                                       SUNTRUST BANK, individually as a Lender
                                       and as a Syndication
                                       Agent

                                       By:______________________________________
                                            Name:
                                            Title:

                                       U.S. BANK NATIONAL ASSOCIATION,
                                       individually as a Lender and as a
                                       Syndication Agent

                                       By:______________________________________
                                            Name:
                                            Title:


                                       5
<PAGE>




                                       BANK OF AMERICA, N.A., individually as a
                                       Lender and as a Documentation Agent

                                       By:______________________________________
                                            Name:
                                            Title:

                                       By:______________________________________
                                            Name:
                                            Title:

                                       FLEET NATIONAL BANK, individually as a
                                       Lender and as a Documentation Agent

                                       By:______________________________________
                                            Name:
                                            Title:

                                       THE CHASE MANHATTAN BANK, as a Lender

                                       By:______________________________________
                                            Name:
                                            Title:

                                       ROYAL BANK OF CANADA, as a Lender

                                       By:______________________________________
                                            Name:
                                            Title:

                                       UMB BANK, n.a. as a Lender

                                       By:______________________________________
                                            Name:
                                            Title:


                                       6
<PAGE>



                                  REAFFIRMATION

    Each of the undersigned hereby  acknowledges  receipt of a copy of Amendment
No. 1 to the 3-Year  Revolving Credit Agreement dated as of November 5, 2001, by
and among  Applebee's  International,  Inc., the Lenders and the  Administrative
Agent (the "Credit  Agreement"),  which  Amendment No. 1 is dated as of December
[__], 2003 (the  "Amendment").  Capitalized terms used in this Reaffirmation and
not  defined  herein  shall  have  the  meanings  given  to them  in the  Credit
Agreement.  Without  in  any  way  establishing  a  course  of  dealing  by  the
Administrative  Agent or any Lender,  the  undersigned  reaffirms  the terms and
conditions  of the  Guaranty  dated as of  November  5, 2001  executed by it and
acknowledges  and  agrees  that  such  Guaranty  and each and every  other  Loan
Document  executed by the  undersigned in connection  with the Credit  Agreement
remain  in full  force  and  effect  and are  hereby  ratified,  reaffirmed  and
confirmed.   All   references   to  the  Credit   Agreement   contained  in  the
above-referenced  documents  shall be a reference to the Credit  Agreement as so
amended  by the  Amendment  and as the same may from time to time  hereafter  be
amended, modified or restated.

                             AII SERVICES, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             ANNE ARUNDEL APPLE HOLDING CORPORATION

                             By:________________________________________________
                             Its:_______________________________________________

                             APPLE AMERICAN LIMITED PARTNERSHIP OF MINNESOTA
                             By:  Gourmet Systems of Minnesota, Inc., as general
                                  partner

                             By:________________________________________________
                             Its:_______________________________________________

                             APPLEBEE'S BEVERAGE, INC.

                             By:________________________________________________
                             Its:_______________________________________________


                                       7
<PAGE>


                             APPLEBEE'S NEIGHBORHOOD GRILL & BAR OF GEORGIA,
                             INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             AII SERVICES, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             ANNE ARUNDEL APPLE HOLDING CORPORATION

                             By:________________________________________________
                             Its:_______________________________________________

                             APPLE AMERICAN LIMITED PARTNERSHIP OF MINNESOTA
                             By:  Gourmet Systems of Minnesota, Inc., as general
                                  partner

                             By:________________________________________________
                             Its:_______________________________________________

                             APPLEBEE'S BEVERAGE, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             APPLEBEE'S NEIGHBORHOOD GRILL & BAR OF GEORGIA,
                             INC.

                             By:________________________________________________
                             Its:_______________________________________________


                                       8
<PAGE>


                             APPLEBEE'S NORTHEAST, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             APPLEBEE'S OF MICHIGAN, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             APPLEBEE'S OF MINNESOTA, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             APPLEBEE'S OF NEW MEXICO, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             APPLEBEE'S OF NEW YORK, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             APPLEBEE'S OF NEVADA, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             APPLEBEE'S OF PENNSYLVANIA, INC.

                             By:________________________________________________
                             Its:_______________________________________________


                                       9
<PAGE>




                             APPLEBEE'S OF TEXAS, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             APPLEBEE'S OF VIRGINIA, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             APPLE VERMONT RESTAURANTS, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             GOURMET SYSTEMS OF ARIZONA, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             GOURMET SYSTEMS OF CALIFORNIA, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             GOURMET SYSTEMS OF GEORGIA, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             GOURMET SYSTEMS, INC.

                             By:________________________________________________
                             Its:_______________________________________________


                                       10
<PAGE>




                             GOURMET SYSTEMS OF KANSAS, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             GOURMET SYSTEMS OF MINNESOTA, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             GOURMET SYSTEMS OF NEVADA, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             GOURMET SYSTEMS OF TENNESSEE, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             GOURMET SYSTEMS OF WISCONSIN, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             GOURMET WEST OF NEVADA, LIMITED LIABILITY COMPANY
                             By:  Gourmet Systems of Nevada, Inc., as managing
                                  member

                             By:________________________________________________
                             Its:_______________________________________________


                                       11
<PAGE>




                             INNOVATIVE RESTAURANT CONCEPTS, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             IRC KANSAS, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             RB INTERNATIONAL, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             RIO BRAVO RESTAURANT, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             RIO BRAVO SERVICES, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             SUMMIT RESTAURANTS, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             ACMC, INC.

                             By:________________________________________________
                             Its:_______________________________________________

                             APPLEBEE'S UK, LLC

                             By:  Applebee's International, Inc., as managing
                                  member

                             By:________________________________________________
                             Its:_______________________________________________


                                       12
<PAGE>


                           ANNEX I TO AMENDMENT NO. 1

                                PRICING SCHEDULE
<TABLE>
<CAPTION>
<S>                          <C>                  <C>                    <C>                     <C>
============================ ==================== ====================== ======================= ========================
     APPLICABLE MARGIN         LEVEL I STATUS        LEVEL II STATUS        LEVEL III STATUS         LEVEL IV STATUS
---------------------------- -------------------- ---------------------- ----------------------- ------------------------
      Eurodollar Rate              0.625%                 0.75%                  0.875%                   1.00%
            ABR                      0%                    0%                      0%                      0%
============================ ==================== ====================== ======================= ========================


============================ ==================== ====================== ======================= ========================
    APPLICABLE FEE RATE        LEVEL I STATUS        LEVEL II STATUS        LEVEL III STATUS         LEVEL IV STATUS
---------------------------- -------------------- ---------------------- ----------------------- ------------------------
      Commitment Fee               0.125%                 0.15%                  0.175%                   0.20%
============================ ==================== ====================== ======================= ========================
</TABLE>

         For the  purposes  of this  Schedule,  the  following  terms  have  the
following meanings, subject to the final paragraph of this Schedule:

         "Financials" means the annual or quarterly financial  statements of the
Borrower delivered pursuant to the Credit Agreement.

         "Level I  Status"  exists  at any  date  if,  as of the last day of the
fiscal quarter of the Borrower  referred to in the most recent  Financials,  the
Leverage Ratio is less than or equal to 0.50 to 1.00.

         "Level  II  Status"  exists  at any date if,  as of the last day of the
fiscal quarter of the Borrower  referred to in the most recent  Financials,  (i)
the Borrower has not qualified for Level I Status and (ii) the Leverage Ratio is
less than or equal to 1.00 to 1.00.

         "Level  III  Status"  exists  at any date if, as of the last day of the
fiscal quarter of the Borrower  referred to in the most recent  Financials,  (i)
the  Borrower has not  qualified  for Level I Status or Level II Status and (ii)
the Leverage Ratio is less than or equal to 1.50 to 1.0.

         "Level  IV  Status"  exists  at any date if,  as of the last day of the
fiscal quarter of the Borrower  referred to in the most recent  Financials,  the
Borrower  has not  qualified  for Level I  Status,  Level II Status or Level III
Status.

         "Status"  means  Level I Status,  Level II Status,  Level III Status or
Level IV Status.

         The  Applicable  Margin and  Applicable Fee Rate shall be determined in
accordance with the foregoing table based on the Borrower's  Status as reflected
in the then most  recent  Financials.  Adjustments,  if any,  to the  Applicable
Margin or  Applicable  Fee Rate shall be effective  five Business Days after the
Administrative  Agent has received the  applicable  Financials.  If the Borrower
fails to deliver the Financials to the Administrative Agent at the time required
pursuant to the Credit Agreement,  then the Applicable Margin and Applicable Fee
Rate shall be the highest Applicable Margin and Applicable Fee Rate set forth in
the foregoing table until five days after such Financials are so delivered.

                                       13
<PAGE>

                           ANNEX II TO AMENDMENT NO. 1

                  SCHEDULES I and II to Compliance Certificate

                                [attached hereto]



                                       14